 Filmmaker Kate Kline May began teaching drama as a volunteer in her own children s ethnically diverse public elementary school in 1991. Working with fourth through sixth graders and their teachers, May created a unique in-class performing arts program. The program attracted national attention, gaining continued funding and more than 1,000 students in four years. This documentary captures scenes from 10 weeks in two classes of the Shakespeare Project at Malcolm X Public School in Berkeley during preparation for a performance of Shakespeare s "Midsummer Night s Dream." Diverse in age and ethnic background and coming in many cases from troubled homes and neighborhoods, the student performers put aside their differences and problems, finding their own lives reflected in Shakespeare s timeless themes.