Blends of high density polyethylene (HDPE) and ultra high molecular weight polyethylene (UHMWPE) were prepared by two-step processing way. Middle molecular weight polyethylene (MMWPE) as a fluidity modifier and compatilizer was added into UHMWPE in the first step, and then modified UHMWPE and HDPE were blending extruded to prepare the HDPE/UHMWPE/MMWPE blends used for blown films. The mechanical test of the blown films revealed that when the content of MMWPE in modified UHMWPE was 40wt% and the content of UHMWPE in the blends was 20 wt%, the film had the optimal mechanical properties. The tensile strength and tear strength of the film increased by 50% and 21%, respectively, compared with those of pure HDPE film. Rheological curves indicated that the melt torque and the apparent viscosity of the HDPE/UHMWPE/MMWPE blends made by two-step processing way both greatly reduced than other blends. The results from DSC suggested that the blends by two-step processing way may form more stable and perfect co-crystallization. PLM (polarized light microscopy) and SEM micrographs revealed that two-step processing way can improve the surface morphology of the films and make the dispersion of UHMWPE particles in HDPE increase.