As part of my first class day in "Animation ll" at The University of the Arts in Philadelphia, I organize my students into a group participation project as a means of demonstrating the operation of The Video Lunchbox, manufactured by Animation Toolworks in Oregon. The Video Lunchbox is a frame-grabbing animation device that preceded software based solutions like istopmotion and Dragon. Students can choose to pixilate themselves in slow-motion, fast-motion, or real-time, stop motion animate objects or furniture in the classroom, or animate directly on a dry erase or chalk board. The result is pandemonium. The in-class exercises from my 2002 and 2003 student groups are shown back to back and edited to the song "No Control" by Bad Religion.