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This article outlines, by means of a critique of film criticism, the processes of self-formation and subject-formation as affected by unconscious education. The basic definition of the unconscious used is: something that happens to someone without them being consciously aware of it happening, unless their attention to it is actively drawn. This is a functional definition used to develop a critical argument specific to the filmic and theoretical texts used in the article and is not an attempt to capture other definitions of the unconscious within its scope except where explicitly mentioned. While Freud is engaged indirectly through more recently theoretical work, including my own, the deep relationship to Freud’s thought is beyond the scope of this article and is therefore – consciously – only gestured towards. Unconscious education, as defined in the context of this article, is as much about what in our experience might be out of focus , which, in aural terms might be heard without listening . As such, this article charts a theoretical and practical movement from hearing to listening and passive inattention to active attention in the context of film and film criticism, with a specific focus on film music. This specific focus, though, is principally a means of illustrating (note the visual metaphors) a theoretical position that can be considered across the full range of educational experiences and practices, including research and criticism.