In this article, we revisit the co-creation of a 45-min film, "Gender is Like an Ocean," produced with middle school students in response to Kirstin Cronn-Mills's young adult novel "Beautiful Music for Ugly Children." The making of this film brought together collaborative inquiry and arts creation. Drawing on the work of critical literacy educators as well as scholars in queer and trans studies, we trace students' participation in the process of co-creating this film through three critical moments, which map their inquiries into gender identity and representation and our own attempts to learn alongside them.