In the summer of 2019, we co-taught Intermediate Algebra at the Lincoln Correctional Center, a medium/maximum security men’s prison. We will share how this teaching opportunity came to be, how we prepared to teach the course, some of the highlights and challenges of teaching this diverse group and how we grew as teachers from the experience. We also will try to capture the sentiments of our students, who took our course very seriously, shared their anxieties freely and poured out gratitude often and with enthusiasm.