This paper describes the teaching of an African American educator and her fifth-grade classroom in an elementary school in a working class neighborhood. The paper presents the results of a qualitative study of what makes the teaching of this teacher exceptional. Of the 17 students in this class, 7 speak English as a Second Language. Some are immigrants or children of immigrants, but most have lived in the United States for several generations. Findings show that this teacher's ways of helping her students achieve excellence is a combination of mutual respect, developing awareness, creating a community, helping students grow as people, helping students "get it," and creating scholars. The teacher helps her students achieve academic success while maintaining a positive identity as African Americans. (Contains 12 references.) (SLD)