This worksheet is based on the cartoon serial ‘Minuscules’. The cartoon serial ‘Minuscules’ (France, 2007) which is the collection of 3-5 minute mini-stories. The dynamic plot stories about different insects have no voice track, but there is a soundtrack imitating the sounds insects produce in the wild. Limited volume, dynamic stories, genre diversity, the absence of voice track accompanying allow using the cartoons as a video basis for speaking skills development work. This worksheet presents the module based on the part ‘Noodle battle’ ( www.youtube.com/watch?v=ZdQJhTEYcCk ) of the cartoon serial ‘Minuscules’ and is intended for high intermediate students and aimed at teaching oral composition, speaking skills development, students’ vocabulary enrichment and grammar skills development. The module involves the following components: teacher’s notes , grammar focus , vocabulary focus, creative task.