Shakespeare in the Schools was a coordinated program organized by THEATREWORKS at the University of Colorado, Colorado Springs. This program brought theater instruction from professional actors into the three fifth grade classrooms at the school. Students performed "A Midsummer Night's Dream" during a school assembly as the culminating activity. All three fifth grade classes at the school collaborated to learn the power of persuasion and non-verbal communication during three days of acting instruction. Students had to learn how to use their imaginations to create visual settings and develop methods to communicate their messge to the audience. This challenge was met as the students began to learn the acting skills necessary to perform, but also to work collaboratively on the project as their creativity flowed. An example of this was watching two students figure out how to make a horse and knight without sound or any props. Students embraced the challenges and began to blossom as their level of comfort with each other began to grow in ways the teachers had never seen in the past. Students laughed, brainstormed ways to recreate scenes including one in a castle, and had an experience they would never forget. As a teacher, I rarely see students this engaged in a learning opportunity. This experience is one that the students and teachers will always remember. It is a highlight of our year. Other schools definitely should complete this program. Not only are students exposed to Shakespeare, they are engaged in acting and problem-solving. We met our goal of providing an intensive drama program for our fifth graders and having our thrid and fourth graders watch our performance. This was a school-wide, integrated theater program that allowed our younger grades a chance to enjoy thought-provoking theater. We met the Colorado Academic Standards with Standards in Drama and Theatre Arts. Specifically, students demonstrated the skills of creating, performing and critically responding to theatre arts. It provided a foundation for students to critically and thoughtfully respond to literature and drama. Students became more aware of their own physical selves by encouracing physicality and movement through performance. The collaborative play environment will cross over to other areas of their education. Here are some of the positive testimonials we received from this project.