In this corpus driven study, the scripts of 143 movies consisting of 1,267,236 running words were analyzed using the RANGE program (Heatley et al. 2002) to determine the number of encounters with low frequency words. Low frequency words were operationalized as items from Nation’s (2004) 4th to 14th 1,000-word BNC lists. The results showed that in a single movie, few words were encountered 10 or more times indicating that only a small number of words may be learned through watching one movie. However, as the number of movies analyzed increased, the number of words encountered 10 or more times increased. Twenty-three percent of the word families from Nation’s (2004) 4th 1,000-word list were encountered 10 or more times in a set of 70 movies. This indicates that if learners watch movies regularly over a long period of time, there is the potential for significant incidental learning to occur.