This personal narrative in book form illustrates the frustrations and successes a particular teacher and her seventh- and eighth-grade students faced every day in their classroom laboratory. It shows how the teacher used nontraditional means such as improvised classroom drama, story telling, performing and writing poetry, play writing, engaging in a family folklore project, filmmaking, and drawing to engage students in language learning. Full of practical suggestions, inventive approaches to language learning, and examples of student writing, often of a personal nature, the book demonstrates how (1) to design language-rich experiences based on students' interests, inclinations, and stages of development; (2) to raise questions that trigger fresh thinking and discussion; (3) to create an atmosphere that is inviting and exciting, yet not chaotic; (4) to help adolescents rechannel their considerable energy and seek help from their families in the process; and (5) to help students develop untapped potential and create respectful classroom relationships. The book chronicles how an elementary school teacher with 20 years of broad experience moved to teaching middle school to help underachieving, unmotivated and recalcitrant adolescent students to discover their potential--students who were in danger of shutting down if their teachers did not engage them. (TB)