Kafi Dixon and Carl Chandler enrolled in a rigorous night course in the humanities at a community center in their Boston neighborhood of Dorchester.

Kafi, 44, sharp, witty and restless, dropped out of school at 15. She had her first baby a year later and two more soon after. Carl, 65, who lives on a small pension and disability payment in one of Boston’s most dangerous neighborhoods, began the class with a keen interest in learning but little faith in educational institutions.

White suburban filmmaker James Rutenbeck came to Dorchester to document the students’ engagement with the Clemente Course in the Humanities. The Clemente Course is taught in 34 sites across the U.S.--to those who have experienced homelessness, transitioned out of incarceration or faced barriers to a college education. The Clemente mission is to foster critical thinking through deep engagement with history, literature, philosophy and art history. Clemente students, its proponents assert, become fuller and freer citizens.

But over time James is forced to come to terms with a flawed film premise and his own complicity in racist structures. As he spends time with Carl and Kafi, he’s awakened to the violence, racism and gentrification that threaten their very place in the city.

Troubled by his failure to bring the film together, he spends more time listening than filming and enlists Kafi and Carl as collaborators/ producers with a share in the film revenues. Five years on, despite many obstacles, Kafi and Carl arrive at surprising new places in their lives, and following their lead, James does too.