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In an era when Dick, Jane, and discipline ruled America's schools, Albert Cullum allowed Shakespeare, Sophocles, and Shaw to reign in his fifth grade public school classroom. Through the use of poetry, drama and imaginative play, Cullum championed an unorthodox educational philosophy that spoke directly to his students' needs. Many of Cullum's projects were recorded on film by then novice filmmaker Robert Downey, Sr. Weaving stunning black and white footage and rare archival television broadcasts together with interviews of Cullum and his former students, this is a portrait of a maverick teacher who transformed a generation of young people by enabling them to discover their own inner greatness.