A requirement of many universities around the U.S. involves student's completing a general education health-related fitness course. One major goal of the course is to elicit positive behavioral changes. In the nutrition portion of the course, a key objective is to promote healthy lifestyles and eating habits. In 2004, Morgan Spurlock set out to prove in the documentary “Super Size Me,” that eating fast food and poor nutrition can lead to many chronic diseases that are currently affecting our society. Instructors of this course saw the potential to elicit behavior change, and implemented the film “Super Size Me” during the nutrition portion of the course. Therefore, the purpose of the study was to determine if viewing the documentary elicited any positive behavioral changes. Subjects consisted of 106 students enrolled in three different sections of a health-related fitness course at a commuter-based metropolitan university. Subjects responded to sets of Likert scale type questions concerning basic health/nutrition knowledge, over consumption, and attitudes toward fast food and obesity, before and at the completion of the film. Data were analyzed using frequencies and paired samples t-tests. Results from the study revealed that the film elicited positive behavioral responses as students agreed or strongly agreed that they would consume less fast food (81.1%), choose healthy fast food selections (82.1%), attempt to exercise more often (85.8%), and encourage others to watch the documentary (77.4%). Statistically significant differences were found between pre and post responses in regards to three grouped categories (attitude towards fast food and obesity, physiological effects of poor nutrition, and knowledge of fast food). Subjects reported a greater realization of the health concerns that face our society (M = -3.72, SD=6.44, t(-5.89), p <.05) and a greater realization and understanding of the physiological effects of fast food after viewing the film (M = -2.15, SD = 8.32, t(-2.63), p <.05). Analysis also revealed that subjects reported an increase in knowledge of the nutritional content of fast food (M = -2.37, SD = 4.21, t(-5.51), p <.05). Eighty-seven percent of the subjects agreed or strongly agreed that the film “Super Size Me” was a helpful learning tool and that it should be incorporated into the course. Based on the results of the study, utilizing the documentary “Super Size Me” in health-related fitness courses can serve as a beneficial teaching tool that has the potential of promoting healthy lifestyles. Keyword(s): wellness/disease prevention