The majority of new jobs in the 21st century will require some postsecondary education. Yet more than one third of those entering college are underprepared and needful of remediation. In this essay the author shares with the reader his first experience of teaching the lowest level prealgebra course at an urban community college. This is a story of hope and setbacks, frustration, and yes, some measure of success (very moderate, though). The climax of the story is the scene where his students rose to an unthinkable level in initiative and independence.