This article is a personal memoir of how Vivian Gussin Paley deepened a veteran teacher's understanding of how young children learn through play. With careful observation of children at fantasy play, intentional listening, and dictation, Paley enhanced and sharpened appreciation of how children relate to their surroundings and build skills for social interaction, critical thinking, and conflict resolution. The article is divided into two parts. Part one is a brief review of Paley's advocacy of classroom equity, inclusion of the "outsider," and the primacy of storytelling and story acting. Part two is an illustration of Paley's teaching methodology based on the author's encounter with her five-year-old Israeli granddaughter.