Some films scare us; some make us cry; some thrill us. Some of the most interesting films, however, leave us suspended between feelings – both joyous and sad, or angry and serene. This paper attempts to explain how this can happen and why it is important. I look closely at one film that creates and exploits these conflicted responses. I argue that cases of conflict in film illuminate a pair of vexing questions about emotion in film: (1) To what extent are emotional responses rational, or in need of rationalization?; and (2) What relationship is there between emotional response and value (moral, filmic, or otherwise)? Conflict, I argue, can be revealing, and can help us better understand emotional responses to narrative film1 in general. The paper is divided into four sections. First, I sketch a theory of emotional engagement that makes sense of the notion of a “conflicted emotional response” to a film. Second, I turn to a particular case of a film that produces this sort of conflict, Fritz Lang’s M (1931), and show that the conflict engendered by that film is both more significant and less unusual than it may appear. In the final two sections, I argue that there is no need to rationalize or make consistent such mixed emotional responses, and that there is real moral, aesthetic, and cognitive value to be had from such conflict.