Movies have a striking aesthetic power: they can draw us in and induce a peculiar mode of involvement in their images – they absorb us. While absorbed in a movie, we lose track both of the passage of time and of the fact that we are sitting in a dark room with other people watching the play of light upon a screen. What is the source of the power of movies? Noël Carroll, who cites Maurice Merleau-Ponty as an influence on his account of the power of movies, agrees with Merleau-Ponty that our perceptual experience of movies draws on many of the capacities at work in our perceptual experience of everyday situations. Yet Merleau-Ponty’s account of perception shows that Carroll’s emphasis on intellectual inference and the entertaining of unasserted thoughts is a distortion of the phenomenology of cinematic absorption. According to Merleau-Ponty, such intellectual operations come into play in cases of breakdown but should not be read back into the primary absorbed experience as being implicitly operative..