Shakespeare, who worked actively with words through punning, playing, and inventing, serves as the model for students to experience a deepening knowledge of vocabulary and love of words. Through instructional activities aimed at increasing word play, word exposure, and word consciousness, students gain the verbal capacity needed to understand complex text and express themselves fully. This article demonstrates how vocabulary empowers. It is filled with exciting ways to support best practices in vocabulary instruction through rich classroom activities. (Contains 3 tables.)