The FESNOJIV (the Spanish acronym for the State Foundation for the National System of Youth and Children's Orchestras), more commonly known as "El Sistema," teaches 300,000 of Venezuela's poorest children in the nationwide music learning program. Many begin attending the "nucleo" as early as age two or three, and the vast majority continue well into their teens, attending six days a week, three or four hours a day after school, plus retreats and intensives on vacations and in the summer. The program has been so successful that the author decided to spent a week inside Venezuela's "El Sistema," exploring it in and around Caracas, visiting classes, talking to teachers, watching, asking, attending rehearsals and performances. In this article, the author describes his visit and gives an account on "El Sistema's" success. The author focuses on some of the crucial success factors and some of the distinctive elements that make "El Sistema" so remarkable.