This paper examines Scot t Pilgrim vs. The World (Wright, 2010) as a multimodal text, exploring the ways in which the film’s appropriation of aesthetic, semiotic, and narrative tropes from graphic novels and early graphic videogames invites the audience to participate in the narra tive, even while it is delivered through the physically passive, deinteractivating medium of film. Intertextual references to the popular culture of the Gen X era (1980s/90s) abound, evoking emotional responses from a generation that formed, in part, aroun d 8 - bit videogames and comics. The graphic images trigger a participatory engagement through the parallels with the highly interactive medium of videogames, and again forms a nostalgic connection with the audience. In combining media genres and communicati ng through these references to more participatory media, the film’s alternate Toronto becomes more than a secondary world; it becomes a virtual world created in part by the audience’s cognitive participation.