There is a traditional debate in analytic aesthetics that surrounds the classification of film as Art. While much philosophy devoted to considering film has now moved beyond this debate and accepts film as a mass art, a subcategory of Art proper, it is worth reconsidering the criticism of film preDeleuze. Much of the criticism of film as pseudo-art is expressed in moral terms. Adorno, for example, critiques film as ‘mass-cult’, mass-produced culture which presents a ‘flattened’ version of reality. Adorno worries about the passivity encouraged in viewers. Films are narrative artworks, received by an audience in a context, making the focus on the reception of the work important. The dialogue held between Adorno and Walter Benjamin post-Second World War is interesting because, between them, they consider both the possible positive emancipatory and negative politicization effects of film as a mass produced and distributed storytelling medium. Reading Adorno alongside Benjamin is a way to highlight the role of the critical thinker who receives the film. Arguing that the critical thinker is a valuable citizen, this paper focuses on the value of critical thinking in the reception of cinematic artworks. It achieves this by reconsidering Adorno and Benjamin’s theories of mass art.