Over a period of months, illiterate and disruptive Black and Puerto Rican junior high school students in New York City developed and staged an updated version of "West Side Story." Although by professional standards the results were poor, students were able to participate in a highly rewarding activity which demanded discipline, creativity and teamwork. By being encouraged to improvise on the original story line, illiterate children were motivated to express themselves verbally, to communicate with their audience, and to contribute their own experiences toward realizing the characters. Because this approach has many classroom possibilities, even for teaching grammar and history, units on utilizing improvisation should be included in English methods courses. Although improvisation is not a teaching panacea which will erase student's learning and behavior problems, it at least conveys the message that school can be fun. (MF)