The intense focus on standardized tests has created a culture of anxiety in many inner-city schools. This article presents the findings of a case study of a test anxiety program that helped inner-city students and staffs deal more productively with anxiety through play, performance, and team building. According to the findings, the program created an environment where children and teachers talked about, addressed, and even played with their fears around testing. The program did this by destigmatizing anxiety, using improvisation to transform children's relationship to fear, and by creating new tools for dealing with anxiety and test-taking.