The musical tells the ancient story of Rakhel and Rabbi Akiba, the shepherd who became the one of the greatest sages in the Talmud. In this scene, Akiba, still a shepherd, shows up at the Beit Midrash ("House of Study") in the middle of the night, seeking a place to study.

Rabbi Eliezer:
What now?!

Akiba:
(From outside.) I'm here to see the Rabbi.

Rabbi Eliezer:
Who is it? It's late!

Akiba:
(Through the door.) My name's Akiba. Please!

Rabbi Eliezer:
(Mumbling as he crosses to the door.) Akiba? This should mean something to me? Does a rabbi's day never end?

Akiba:
Thank you for opening the door.

Rabbi Eliezer:
What is it?

Akiba:
Are you...Rabbi Eliezer?

Rabbi Eliezer:
Who else should I be?

Akiba:
I'm honored.

Rabbi Eliezer:
And I, stranger, am exhausted. So please tell me why you've come. You don't seem like our usual sort of visitor.

Akiba:
I'm sure I'm not. I've come to study Torah, unlikely as it seems.

Rabbi Eliezer:
(To heaven.) G-d, is this one a hungry mind, or just another hungry mouth?

Akiba:
I'm not looking for a meal, Rabbi. Please, hear me out. I've been walking for days. I've already been turned away from three other study houses.

Rabbi Eliezer:
Why did the others turn you away?

Akiba:
At the first, they said I was too old. The second, too dirty. The last one was simply too crowded. And always the same advice: "Go back to your flock!"

Rabbi Eliezer:
(To heaven again, distraught.) He's a shepherd!

Akiba:
All my forty years.

Rabbi Eliezer:
So why come to study, at this late date?

Akiba:
Because I've made a vow. To my bride. To learn Torah. How can I break my vow and be worthy of calling myself her husband?

Rabbi Eliezer:
A vow to one's beloved is not something to be taken lightly. You are a wise fellow for at least knowing that.

Akiba:
I would not take any vow lightly. And Rakhel, my wife, is sacrificing much to make my study possible.

Rabbi Eliezer:
Your Rakhel must be a righteous woman.

Akiba:
That she is. And I will not let her down.

Rabbi Eliezer:
You know the study of Torah is a lifelong commitment. A road that only begins here at the Beit Midrash.

Akiba:
I'm a shepherd. Patience comes with the territory.

Rabbi Eliezer:
You're an unusual man, Akiba. (He considers a moment.) I presume you can read and write? (Akiba doesn't answer.) Or, at least...read?

Akiba:
I can read the tracks of a sheep that has strayed from my flock. Or the movement of the stars in the night sky. I've slept out enough nights to be expert at that.

Rabbi Eliezer:
I begin to see why the others suggested you go back and do what you're expert at. To begin from scratch at this late date...

Akiba:
I've never been afraid of hard work!

Rabbi Eliezer:
I believe you, Akiba. Still, there is yet another problem. Here at the Beit Midrash, everyone must have a study partner. And, considering you can't even read, with whom, in good conscience, could I pair you up? (Sings.) In the first place, you don't know anything so what kind of partner would you be? On the other hand, that could make you curious - dying to look and see. So on the one hand, you might be a burden - a truly unnecessary job - on the other hand, this could be a bit of a Mitzvah - even a gift from G-d.

Seeing both sides of an issue is what studying's about. You can never know the answer until you've turned it inside out and look at both sides of an issue. And before the day is through you'll see sides, and sides of sides, you never knew (He looks for an example to use.) Take this bottle of wine, Akiba. Would you say it was half empty or half full?

Akiba:
Well...on the one hand...if one had a lot of guests to serve, and only this one bottle, then I would call it half empty. But if, on the other hand, just you and I were to have the pleasure of polishing it off alone, then it is definitely half full-since it leaves us plenty to share!

Rabbi Eliezer:
A not unimpressive bit of reasoning, Akiba! Perhaps you are already starting to - (Catches himself.) - still... (Sings.) On the one hand, you're over forty and you don't even know your Alef-Beit

Akiba:
(Sings.) On the other hand, I have real experience. Could be, that carries weight

Both:
(They sing.) So on the one hand

Rabbi Eliezer:
(Sings.) You are like a blank slate

Akiba:
(Sings.) No writing recorded there to read

Rabbi Eliezer:
(Sings.) On the other hand, you are like a sample of truth with every life example you need

Akiba:
(Sings.) Seeing both sides of an issue is what studying's about. Well, the concept is no stranger than say, breathing in and out. Start on one side of an issue and before you make it through you'll find someone else's side belongs to you! I know how a shepherd learns his trade, Rabbi. But tell me, how does a Jew grow wise?

Rabbi Eliezer:
A wise Jew is one who learns from everyone! (Sings.) So, say I take a chance and attempt a different way. Presume that since you've lived a lot and you've got a lot to say. Yes, if I take a leap into the great unknown.

Akiba:
(Sings.) Since you've got me with you and you're not doing it alone Rabbi, tell me please, what makes a Jew strong?

Rabbi Eliezer:
A strong Jew is one who subdues his evil impulses.

Akiba:
And when is a Jew considered rich?

Rabbi Eliezer:
A rich Jew is one who is content with his lot. Now let me ask YOU one: What Jew will be honored?

Akiba:
(After a moment's thought.) The one who honors others!

Rabbi Eliezer:
And say I tried you out as a partner...for myself!

Akiba:
Then there'd be no man more honored than I!

Both:
(They sing.) Seeing both sides of an issue is what studying's about. You can never know the answer until you've turned it inside out - Start on one side of an issue and before you've reached the end you might find that you have found yourself a friend!

Akiba:
May I stay then, Rabbi?

Rabbi Eliezer:
Akiba, it is I who would be honored!