Directors Allie Light and Irving Saraf follow Shakespeare Project founder Kate Kline May as she works with fourth and sixth grade students at Malcolm X elementary in Berkeley. The film shows how May's in-class workshop of "A Midsummer Night's Dream" proves to be both useful and provocative for the youths living centuries after the Bard died. Four students were specially selected by the filmmakers, their lives mirrored in the themes of Shakespeare's work. By struggling with the Elizabethan English and the complex narration, the budding thespians find themselves with improved language and social skills.