His classmates are pointing and giggling, but Charlie Benitez sits still. A white sheet swaddles his shoulders, and his clean, buzz-cut head sticks through like a mannequin's.

Charlie B., as he's called by his teachers and classmates to distinguish him from another boy named Charlie F., usually wells up with tears when it is time for reading or writing. Today, he is beaming.

This October morning, the 25 kids of Mary Ruth McGinn and Ellen Levine's second-grade class at New Hampshire Estates Elementary School in Silver Spring are learning about stage makeup. They are about to start on a year-long project that their teachers believe has the power to change the way they see themselves and the world around them. They will write, produce and perform an opera.

Eyes closed, Charlie B. hears a girl wishing she had been chosen to demonstrate why actors need makeup. Cool cream is smeared onto his face. The flat edge of a pencil presses his brows. A brush tickles his cheeks. Soon, another Charlie B. emerges. This 7-year-old boy is ruddier and more defined. The makeup itches, but he keeps his hands folded on his lap.

"He doesn't look all that different," explains music teacher Emily Hines, as she brushes off runaway smudges, "but now everybody will be able to see him under the lights."

McGinn flips on a spotlight. Charlie B. turns his head from side to side, admiring himself in an imaginary mirror. He says nothing -- he just grins. He is still smiling when it is time to leave the music room and go to reading.

Charlie B. and his fellow students do not call themselves a class. Regular second-graders do not learn about makeup and costumes and Mozart, and visit the Kennedy Center. These second-graders call themselves a company. That, they will inform you, is the proper name for a group of people who are making an opera.

In this company, nearly everyone is an immigrant or a child of an immigrant, from Latin America, Africa or Asia. There's Charlie B., whose parents came from El Salvador and are struggling to get by on one income. There's Tigist Tadesse, who cries when another student moves away because she remembers having to leave her grandmother and other relatives behind in Ethiopia. And there's Kathleen Pham, whose Vietnamese father and Salvadoran mother recently divorced and have married new spouses.

Most of the kids at New Hampshire Estates come from poor families, with nearly 80 percent qualifying for free or

reduced-price government lunches. About a third, including Charlie B., who speaks Spanish at home, have to be pulled aside every day for extra help with English. But everyone knows how to say "opera" correctly. It was the first word on their spelling list.

This is the fourth year that New Hampshire Estates has had an opera company. The program was the brainchild of Levine, 50, who has taught at New Hampshire Estates for 14 years, except for one year when she was transferred temporarily to Farmland Elementary in Rockville, a school with middle-class kids, high test scores -- and an opera program.

Levine didn't teach opera there, but she watched the performances by the fourth-graders and saw how excited the kids got when they learned about acting and music. When she returned to New Hampshire Estates as a reading teacher, she couldn't get the opera out of her mind. She took McGinn, her longtime friend and colleague, to see the year-end performances at Farmland. Both women became convinced that opera could be a way of engaging children who struggle not only with reading and math, but with low self-esteem and limited horizons.

"We're giving them a purpose for learning," says McGinn, 40. "We're helping them see beyond the classroom, that they can do anything."

But the principal then at New Hampshire Estates hesitated to approve the opera program. Usually she advocated creative learning, but she wasn't sure there was time for it anymore, Levine recalls. Test scores at New Hampshire Estates were -- and still are -- among the worst in Montgomery County, and there was increasing pressure to raise them.

Later that year, in 2001, the principal retired and an interim administrator from New York approved the opera program, with the stipulation that Levine join McGinn in co-teaching a larger class, to take some of the load off the other second-grade teachers. Their class is the only one at New Hampshire Estates involved in the opera program, which is subsidized by private donations. Although just two to three hours a week are set aside for opera, the teachers thread the lessons through the entire second-grade curriculum. Both women have attended summer workshops in New York sponsored by the Metropolitan Opera Guild, where they've learned how to integrate reading and writing into lessons about opera jobs.

McGinn had been staging plays for several years at New Hampshire Estates, but neither teacher knew much about opera. Levine, who minored in music in college and plays the flute, says she's not crazy about some of the music. It doesn't matter. Stripped down, operas are simply stories with interesting characters and exciting plots. Producing one requires teamwork and responsibility -- the kind of skills that schools want kids to learn.

Still, the teachers say they have heard doubts from some of their colleagues. Levine knows some teachers at New Hampshire Estates, which teaches children from pre-kindergarten to second grade, initially considered opera "elitist." Others have asked her how a group of kids used to learning through opera will be able to function in an ordinary classroom the next year.

In many ways, it would be easier not to focus on opera at New Hampshire Estates, where the staff was being pushed to "teach to the test" even before President Bush signed the No Child Left Behind Act in 2002, which tied test scores to federal dollars. Seven other county schools with opera programs are in more affluent suburbs such as Potomac and Bethesda, where test scores are high and there's less need to defend unconventional teaching. The program at New Hampshire Estates started at the same time as one at another low-performing school, Greencastle Elementary in Silver Spring.

At New Hampshire Estates, the opera program has proved to be a transforming experience for many second-graders. Levine and McGinn see it happen every year: Bullies learn about working cooperatively. Kids who hate school will stay in during recess to practice their lines. Newly arrived immigrants learn English by writing dialogue and songs.

During the first year of the opera program, McGinn says, a second-grader's father committed suicide. His daughter kept coming to school. She was the opera company's production manager. She told her mother she needed to do her job.

"This is an exciting day," McGinn announces in her chirpy voice. She is wearing dangly theater-mask earrings, and she and Levine are holding plastic bags filled with different tools. Today, the kids are getting their opera jobs.

Over the past couple of weeks, the children have tried all kinds of theater work. They got a chance to sing and act out emotions. They measured pieces of wood and hammered nails like carpenters and electricians -- work that felt familiar to many of them because that's what their dads do. Nobody knew much about public relations officers, so McGinn brought in an old telephone and had the kids pretend to make calls and invite people to the opera.

Each student had to choose three jobs and explain why he or she wanted to do them. Now the children are sitting on the floor of the music room, waiting for Levine to announce who will do what.

"And," she says with a pause to tease them, "Your performers are . . . Milan. Kevin. Emmanuella. Jacob. Nashaia."

Everybody yells and claps. The performers jump up and run to the front of the room. Levine hands them each a different kind of hat, from baseball cap to safari-style topper. They put them on right away and strike poses.

The scriptwriters get packets of multicolored pens. The public relations officers get markers, and the composers get recorders. Costume and makeup artists receive small mirrors, which they promptly make faces into.

The production manager and recipient of a striped notebook is long-haired Deborah Moreira, who is used to responsibilities because she helps take care of her 4-year-old brother.

Danilo Mejia, a tall, sometimes pushy boy who wears oversize T-shirts printed with dragons and monsters, is the stage manager. He will now wield a bright green clipboard, which the teachers hope he will use to write suggestions for the actors.

Charlie B. is an electrician, exactly what he wanted. When he gets his screwdriver -- which he has been told firmly is not a toy -- he examines it and compares it to those of the other electricians.

They are no longer students, McGinn tells them, because they have jobs. It is time for them to go off to different rooms with their teachers and volunteers, and start making an opera.

When the children write about their first day on the job, Charlie B. has a lot to say. He writes that he learned how to use a screwdriver, met a man named Mr. Fox who is helping them with their work, and can't wait to go to opera class again. He misspells a lot of the words but among the ones he does spell correctly are "happy" and "excited."

Charlie B. has been fired.

He faces the music room wall. The other boys are stripping electrical wire. Phil Fox, a school volunteer who has professional stage-crew experience and a big belly laugh, jokes with them.

Charlie sneaks peeks.

"Turn around," Fox says.

Charlie B. has to spend opera class in the corner while all the other students do their jobs. When he refuses to do his class work or displays a bad attitude, his teachers tell him he can't take part in opera class. They tell him he's been fired, which basically amounts to a timeout.

Nearly all the kids get fired at least once. Danilo gets fired on the second day for scaring Tigist with a fake spider. Even Deborah, the serious-looking production manager, gets fired once for forgetting the books she borrowed from the classroom book corner. She makes sure she brings her books from then on.

Charlie B. doesn't learn so quickly. Sometimes, he gets fired in the middle of opera class for grabbing tools from the other kids. When Fox tries to give directions, Charlie jumps up and says he already knows how to do it. He wants to cut wood before he takes time to measure it properly.

At the end of each opera class, the kids gather together and report on what they did. Usually, Charlie likes to chime in and speak for the electricians, but not today.

"Today, we stripped wire," Luis Valdez says.

Gilbert Vargas has something to add. "Charlie got fired."

Charlie says later he was embarrassed. When Luis and Gilbert get fired, Charlie makes sure to report it to the company.

Getting fired is not a good legacy, and legacy is the theme of this year's opera.

"It's not about you, it's about all of us working together and leaving a good legacy," McGinn often tells the class.

Ever since Levine and McGinn taught them about legacies, the kids have been looking for examples. Danilo brings in a picture of his grandfather, who took care of him in Honduras and has passed away. Robel Sentayehu's drum helps him remember his grandfather, who lives in Ethiopia.

Each day, the company adds to its word list. "Script" is what the writers are writing. The performers are going to be "characters" and speak in "dialogue." (They are using the term opera loosely; the story will be told through both dialogue and song.) Making an opera is a long "process."

The teachers often have the different job groups stand up and talk about their work. Tigist and Robel, who receive extra tutoring in English for Speakers of Other Languages, sometimes open their mouths wordlessly, searching for how to say something. Luis and other kids will say that they "do a nail" or are "learning a lot of stuff," but McGinn urges them to use their new words and speak clearly.

Charlie B. is not shy, but words trip him up. He tries to say that a character is tricky but says "turkey." When he wants to explain to the kids who aren't electricians that wire has to be stripped, he says "wire has to be scripted."

McGinn tells him the difference between strip, which is what electricians do with wire, and script, which is what the writers are producing. He practices over and over, so when the electricians report on the progress of their work to the rest of the company, he can say it correctly.

One day, Charlie B. is again facing the wall. This time, however, he doesn't try to play with the drums or talk to the other students as he has during previous firings. He sits quietly, hands on his chin. With about 10 minutes left before the end of opera class, Fox comes over to him.

"Okay, you've learned your lesson," Fox says and motions him back.

Charlie strips a piece of wire -- carefully -- and then shows it to Fox.

"Is this right?" he asks.

Fox nods. "Good."

Charlie B. is back on the job.

"Estos son wire nuts." These are wire nuts.

"Estos son plugs."These are plugs.

Charlie B. is teaching his mother about the tools that he and the other electricians are using to make lights for the stage. Maria Benitez has made special arrangements for a neighbor to baby-sit her toddler daughter this February morning so she can see what her son is learning in opera class. She is suspicious.

Late last fall, Benitez had approached Levine in the parking lot after school. She brought along her daughter Jacqueline, 11, to help translate.

Levine recalls Benitez crossing her arms over her chest.

"I don't agree," Benitez said, in a halting but firm English, "with the way you teach."

Jacqueline explained: Charlie told his family he hates opera. He hates his job, he hates his teachers and he hates school. He does not want to do his homework.

Jacqueline, at her mother's direction, has tried to help Charlie with his work, but when he writes, he circles words that he knows are misspelled rather than try to spell them correctly. He says that this is what his teachers told him to do. His mother wants him to write the words over. Evenings end in screams and tears.

Levine remembers being surprised by what she was hearing. She thought Charlie B. loved opera class.

"I asked [his mother] to please think of it as an experiment," Levine recalls. "We will teach the kids how to spell, but this is not the focus of the assignment. It's to try to get their ideas on paper." She asked Benitez to refrain from asking Charlie to correct his spelling and let him write. She invited her to come to a class and see Charlie do his job. Give us a chance, she said.

The Benitezes live in a squat brick house a few blocks from New Hampshire Estates, but Charlie is not allowed to walk home from school without an adult. Not even his older sister can venture out by herself. Too many men, some reeking of alcohol, loiter around the neighborhood. Benitez says she feels like she has already lost one child. She fears losing another.

In 1987, she left El Salvador to escape the country's civil war and grinding poverty. She also left behind a baby girl. To support her daughter, mother and other relatives, Benitez worked as a live-in nanny for a Navy couple and their two little boys. It would be 13 years before she could return to El Salvador for a visit.

Her daughter, now 19, immigrated two years ago and lives in Northern Virginia. Benitez purses her lips when she discusses her oldest child. They talk, she says, but "not like mother and daughter."

These days, Benitez, 38, is a full-time mother. Jose Benitez, the "good, good man" she married in 1991, works 14-hour days as a self-employed contractor, building decks and painting houses. Money is tight on one income, and the children barely see their father during the week, but Jose Benitez prefers that his wife be home. He, too, left behind his first child -- a son -- when he immigrated here.

In their house, Christian books and videotapes of Bible stories line the shelves of the entertainment center. The children are not allowed to watch much else. Saturday nights and Sunday afternoons are spent at the Spring of Life Apostolic Church in Hyattsville.

Maria Benitez, a sober-looking woman, wears long skirts and a lace head scarf required by her church. Daughter Jacqueline is an image of her mother, sans scarf.

Jacqueline "never has trouble," Benitez says. This coming year, Jacqueline will be in sixth grade, the point at which her mother had to quit school and help take care of her younger siblings after her father abandoned the family. Jacqueline's school certificates, for honor roll and perfect attendance, hang on a living room wall.

"But Charlie," Benitez says, taking a deep breath. Last year, Charlie learned bad words from a classmate and insisted on wearing baggy jeans. His best friend was a boy whose parents worked all the time and "was like a grown-up already," says Benitez, who went to the principal to get the two separated in class. Sometimes, Charlie gets so angry, she says. "It was terrible. He break things in the room."

"Liar!" Charlie says as he walks by, holding a pair of binoculars to watch birds from the living room window.

"Charlie, that's not true," she scolds, ordering him with her eyes to be quiet. He goes to the window. She sighs.

At a parents meeting in December, Levine and McGinn had explained the concept of legacy -- the theme of the opera -- by asking everyone to write about what gift they wanted to leave their children.

Benitez sat, watching the other parents write. A Spanish interpreter at the meeting came over and prodded her. Finally, with the help of the interpreter, she composed a few sentences in Spanish: Her legacy to Charlie is that he will study. She doesn't have a specific career in mind for Charlie, who wavers between being a carpenter and a police officer. She just wants him to grow up to be a good, honest man.

For the rest of the meeting, Benitez crossed her arms over her chest. She thought the teachers were wasting her time. She already knew what she wants for her children. She needed to see the teachers helping.

When Benitez visits opera class, the teachers are scattered with other children. It is Charlie B. who leads her by the hand to the electricians' corner and tells her about their project. He points to the cans that they are cutting in half with clippers so they can be used to hold light bulbs.

"They're reflectors," he says. "We have to make lots of them."

Benitez doesn't understand everything that he is talking about, but his enthusiasm makes her smile. He doesn't act like a boy who hates school.

Charlie B. puts on fuchsia gloves, an old pair found in the storage room, so his hands will be protected from any jagged pieces of metal. Luis giggles, "Pink, like a girl!"

Charlie B. doesn't pay attention to him. "This is hard work," he says, struggling to clip the heavy metal. His mother holds the can.

"You can do it, but it's a process," Fox says. "You have to keep your fingers away from the metal."

"I'm getting there," Charlie B. says, several clips later.

He grunts. Finally, the can snaps into two halves. "I can't believe I actually did this."

"Fuerte," Fox tells Charlie B.'s mother, using the little Spanish he knows. Strong.

She laughs and whispers in Spanish to Charlie. He looks up and shouts to Fox: "My mama says she's going to buy me gloves!"

Charlie B. keeps raising his hand.

It is early March, almost time for the state standardized tests. This morning, the kids are hovered over their math worksheets. They are getting ready for the assessment tests that all second-graders must take.

"Can I go to the bathroom?" Charlie B. asks. A teacher's aide shakes her head and tells him to finish his work first.

Charlie has completed the addition and subtraction, but he can't understand the word problems. "Can you read me this?" he pleads. But the teachers and the aide are busy with other students.

Charlie puts his head down: "I'm going to take a nap."

Levine and McGinn have been worried about Charlie B. They know he is a bright boy and has improved so much from the fall, but he still reads below grade level. Sometimes, he won't try to sound out words. He simply shuts down.

At the teachers' request, Charlie's mother and father come in for a conference. Levine and McGinn later recall telling them that Charlie doesn't recognize words that an average second-grader should. The teachers want him examined to find out whether he is learning disabled. The principal and a counselor give the Benitezes forms to sign, with the help of a Spanish interpreter.

The Benitezes do not say much. It is the first time Charlie's father, 35, has come to the school this year, and he took off work so he could be here. He wears his button-down shirt tucked in, and his dark brown hair and moustache are neatly trimmed.

When they finish with the forms, Jose Benitez starts to thank the teachers, but he is unable to finish the sentence. He breaks into sobs. He is afraid for Charlie, the teachers remember him saying.

"This was me," he says. He had problems in school, too. In fragmented English, he tells them that he was placed in a special program in El Salvador. He never finished his education. Here, in the United States, his clients appreciate his work and urge him to go to community college and get a degree.

"I know I can't," he tells the teachers.

Levine and McGinn jump in to reassure him. Charlie is no longer crying when he has to read, they say, and they can tell that he's trying. The tests will show the teachers if he needs special help. He will not be labeled "stupid" and sent away.

Jose Benitez looks embarrassed about his outburst; his wife sits quietly, expressionless. The meeting ends. There is no more time for the teachers and principal to talk with the Benitezes. Parent conferences are scheduled back-to-back, and so many other students at New Hampshire Estates need extra help.

The upcoming state tests put every school under scrutiny, and the pressure is especially intense in the so-called red zone, the cluster of Montgomery County schools that includes New Hampshire Estates and others with low-income students.

At the beginning of March, county schools Superintendent Jerry Weast uses New Hampshire Estates as the backdrop for a news conference touting gains in reading scores during the previous year, but says more needs to be done. Weast and the school system are spending $60 million on the red zone to cut class size, offer full-day kindergarten and boost teacher training. They want to do everything they can to make sure these schools perform well, but schools outside the red zone are clamoring for funds, too. The test scores need to prove that the money is justified, and No Child Left Behind has put the jobs of school officials on the line.

Levine and McGinn say that so much is riding on test scores that they wonder if they will be able to do the opera program in coming years. Not even kindergartners have been spared from testing pressures: Art, music and playtime have been reduced to make room for more reading and writing, and the 5-year-olds get summer homework packets or attend summer classes before they start school.

Jane Litchko, the current principal at New Hampshire Estates, says she appreciates the way the opera program helps children with skills the tests can't measure, like self-esteem, and introduces them to sophisticated vocabulary words. At the same time, she says, the kids in the opera program do not score significantly higher on the standardized tests than the other second-graders. She says she supports the opera lessons, but "who knows what the future may hold for the testing."

In March, afternoons that were previously devoted to "buddy reading" -- when the students are allowed to pick a storybook and read with a friend -- have been dedicated to drills from a test prep manual called "Scoring High." The picture on the book shows smiling kids giving a thumbs up. Charlie B. likes to toss his manual on the floor. Several kids keep asking for buddy reading.

One afternoon, McGinn says she wants to share something special with the class. It is a Robert Frost poem, "The Road Not Taken." She discovered the poem when she was in middle school and has loved Frost's work ever since. Each year, she reads the poem to her second-graders before test time.

"He left a legacy for the world with his poetry," McGinn says. "See, everything comes back to legacy."

She reads the poem once, twice, and again. The kids hear about a traveler standing where "two roads diverged in a yellow wood." He took the one less traveled and "that has made all the difference."

Several kids are whispering to one another. A couple are more interested in the imaginary spots on the carpet. Charlie B., who is usually one of those, is looking straight at McGinn.

"I love the way Charlie B. is sitting, thinking about this," she says. "Why can't other people be like that?"

When the class is asked to draw a picture of Robert Frost's two roads, Charlie B. draws a boy in the middle of two two-lane roads with his finger to his head, and explains: "He's thinking."

As the teachers walk around the room to look at the children's work, Charlie B. makes a request. "Miss McGinn, Miss McGinn," he says waving her over, "can we write about it?"

Charlie writes that a boy is deciding between two roads, and the sun is shining on the woods to make them look yellow. On the margins of his paper, he prints, "I can do it. I can do it."

If only, McGinn thinks to herself, the county could give Charlie a score for this.

The lights work. They flash all around the stage, in the tin-can reflectors that Charlie B. and his fellow electricians have spent weeks cutting.

Onstage, the carpenters have erected a wooden eagle cage. The story is about four kids who see an eagle at the National Zoo, which the opera company visited in February. One boy, a bully, secretly lets the eagle out of its cage and the eaglets are left without a mother.

Kathleen and the other carpenters are responsible for moving the silhouettes of the animals between the acts. In the fall, Kathleen had been distracted, and withdrew into her own world with worries about her parents' divorce and remarriages. She hid her face behind her long brown hair. Today, she is listening to the actors rehearse, ready for her cues.

"I hardly recognize her," says Levine.

It is early May, a week before the performances, and the teachers wish they had more time. Not because they are behind schedule on the script, sets or costumes. But because each week, more second-graders redefine themselves.

In late March, Tigist, who spoke no English last year, began raising her hand. She wanted to share news about the script, which she had been working through recess to complete. One day, Tigist and her fellow writer, Judy Kindo, sing to the class the song that they wrote for Ozzie the bully, who realizes that he acts out of anger and sadness for his own dead mother. Tigist raises her voice with each verse. "I'm tired of being shy," Tigist says later, flashing a dimpled grin.

By now, the performers are learning to project their voices and stay quiet if it isn't their turn to speak. The public relations officers have made invitations and sent out press releases explaining the opera. The composers will play their glockenspiels with a pianist accompanying their music. Deborah the production manager wrote a speech to introduce the opera, "Endangered Legacy."

Danilo, the stage manager, spent several nights drawing diagrams of where the performers should stand. Being in charge is hard work, he says. "Poor Miss McGinn," says Danilo, who now relies on persuasion rather than pushing to get his classmates to do what he wants. "How can she take care of all of us?"

Standing tall on a chair, Danilo motions across the room to Charlie B., cuing him to switch off the lights. A few seconds pass. Charlie B. doesn't see his cue. He is looking toward the back of the auditorium, where his mother and two sisters are sitting. His father, who arrived late because of work, stands near a doorway.

When Charlie B. looks back to see Danilo, he ducks his head in embarrassment. He pulls the plug on the house lights and the auditorium goes dark. The show has begun.

It's a humid May evening, made even hotter inside the auditorium by the presence of about 150 parents, relatives, teachers, former school staff members, and performers and artists who have visited the opera class during the year.

The kids are clearly nervous performing in front of this crowd. Deborah, who wears a frothy pink dress her mother bought for the occasion, freezes and forgets to recite the Spanish translation of her opening speech. Between scenes, there is a drawn-out lull and loud thumps behind the stage as the carpenters change the set. The actors forget some of their lines as they speak and sing.

But, unlike in some of the rehearsals, actors Kevin Ventura and Jacob Dweh remember to stay away from each other and not laugh inappropriately. Danilo follows the script and reminds Luis when to turn on the back and front stage lights. Without their teachers to prompt them, Kathleen and the carpenters remember their cues.

Levine, wearing an ivory pantsuit, and McGinn, in a black dress, couldn't be prouder. They stand to one side, watching their students go through the entire half-hour performance on their own.

The opera concludes with Ozzie the bully, played by blond-haired Milan Moreau, regretting that he let the eagle out of her cage and hurt the eaglets. He tells the other kids that he doesn't want to leave a bad legacy.

The actors break into song, and this time Charlie B. is ready. He dashes up to the stage. This is his favorite part of the performance. Deborah introduces all the job groups and the entire company joins in the chorus:

Listen to the stories,

learn the lessons,

keep them in your heart

or in your mind,

and pass it on, pass it on.

The audience is on its feet, applauding. The principal presents bouquets of flowers to Levine, McGinn and the volunteers.

In the days to come, reading assessments will show that nearly every child involved in the opera is reading at or above grade level. Charlie B. is just a few points shy of grade level, and the teachers call the improvement remarkable. On a critical-thinking test with puzzles to identify gifted and talented children, Charlie B. gets two-thirds of the problems right. The tests to detect learning disabilities uncover weaknesses but no serious problems. Charlie B. just needed more confidence in himself, his teachers conclude. And now he's got it.

After the show, Jose Benitez wraps his son into a hug. "He did a good job," Charlie's father says.

Later, he quietly drops a $5 bill into a jar for donations to the opera program. Charlie and his family walk home, hand in hand. Charlie hums the opera's theme song. It's a legacy. Pass it on.

Phuong Ly covers immigrant communities for The Post's Metro section.