A decade ago, Randi Pupkin was a runaway lawyer driving into some pretty tough Baltimore neighborhoods with a bunch of art supplies in the back of her station wagon. Paint, glitter, colored pieces of felt, bits of tile or mirrored glass. Whatever she could scrounge from friends, businesses and the trash.

She was bringing art classes to those she thought needed them most: homeless mothers and children, old people lost in the fog of Alzheimer's, abandoned teenage boys, troubled students, those battling drugs or despair.

Today, the gutsy art teacher has become glad-handing fundraiser.

"Now I just drink coffee, make small talk and smile," says Pupkin, founder of Art with a Heart, the inspiration of a woman who found fighting with other lawyers unfulfilling and who never lost her affection for her college art classes. Her project will celebrate its 10th anniversary in the spring.

Pupkin began by teaching art classes in four places with a budget, if you want to call it that, of a couple of thousand dollars. She now has a paid staff of five, a suite of offices in Baltimore and a $410,000 annual budget. Once a teacher with papier-mache up to her elbows, she now spends her time raising the money Art with a Heart needs to teach at about 30 sites.

And the goal has changed from what it was 10 years ago - a pleasant hour or so of diversion for those who needed that diversion most.

"Now we are using art as a vehicle for teaching job skills to teens," Pupkin said. "But we still do the art projects, too. Seniors and kids. It still makes you feel good to sit at a table and do an art project.

"We are about the community and the art," she said.

Art with a Heart began with Pupkin and one student from the Maryland Institute College of Art. Now her office staff coordinates the work of 22 volunteer teachers and assistants.

On this afternoon, she visits one of her staff at St. Frances Academy's after-school program. A room full of children, from 4 years old to eighth grade, are making a gift for a departing teacher. The only sound is the murmur of busy children under the direction of Liz Zacharia, a MICA graduate and an art teacher who volunteers her time.

"All of our teachers have other jobs," Pupkin said. "Some are teachers, some are studio artists. But it isn't about whether you are an artist. It is about whether you can connect with 9-year-old boys."

Pupkin says she misses the classroom "and the relationships I got to have and the nurturing I got to do. What can I say? I am the classic Jewish mother."

And so it isn't surprising to hear that Pupkin did more than bring art to one of her lost boys. She brought one of those lost boys home. Isiah, abandoned at birth, raised in eight foster homes, abused, drugged and institutionalized, went home with Pupkin one night, and stayed with her family for 10 years. Now 22, he is a Marine, stationed in Japan.

"It was only for one night," says the Pikesville mother of two teens. "What can I say?"

As the children leave St. Frances, they seem drawn to the pretty, dark-haired lady in the fun skirt. They are collecting hugs, and Pupkin is giving them out for free. You can tell that, for her, fund-raising has nothing on this.

Returning to her offices, Pupkin jumps in her car, racing to meet daughter Jessica, 16, and son Ethan, 13, who are finished with their own after-school activities.

Considering the unimagined growth of her art classes and the hundreds of lives she touches each week, she smiles and says, "Be careful what you wish for."

And she drives home to Pikesville in her station wagon, still loaded with art supplies.

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