"The First Grader," opening May 20 in Atlanta, is based on a true story about a former Kenyan freedom fighter who at 84 decides to take advantage of a government offer of a free education.

But the drama, warmly received during the recent Atlanta Film Festival, gained even greater truth when director Justin Chadwick decided to shoot in Kenya and use real schoolchildren and other untrained actors.

It wasn't an easy choice: South Africa, where filming originally was planned, boasts a production infrastructure and tax incentives. Kenya offers neither.

But after meeting Kimani Ng’ang’a Maruge, the Mau Mau veteran who had fought for liberation from British colonialism in the 1950s, in a Nairobi hospice, Chadwick realized authenticity was paramount.

Maruge, who was still being tutored at the hospice (he was by then reading at the fifth-grade level) even though would die of cancer just a few months later, made a profound impression on the filmmaker in his refusal to act, well, old.

"At the end of the first meeting, I phoned up BBC Films, asking, ‘Please let me stay longer. I need to talk to him more. We've only scratched the surface,' and I also wanted to travel around the country more," Chadwick said in an interview at the W Atlanta Midtown, the film fest's headquarters hotel. "I kept phoning up the BBC and they kept extending my time, and by the time I finished I was certain: ‘We have to shoot the movie in Kenya.'"

"Those meetings were just inspiring," said Chadwick, who had not been taught about the Kenyan troubles as a British schoolboy. "What energy this man had, you could feel it radiating off him."

Maruge told Chadwick about his love for his wife and children, who were murdered during the rebellion; his years of torture in detention camps; and his deep love of the land. The director, whose credits include "The Other Boleyn Girl," had many of the elderly man's stories integrated into the already polished screenplay by Ann Peacock ("The Chronicles of Narnia: The Lion, the Witch and the Wardrobe").

Fortunately, Peacock was willing to amend her life-affirming script, then a tale of an old man who insists on his right to attend school with 6-year-olds, refusing to cave to reluctant educators, an overtaxed school system and protesting parents. The story turned darker but also more real through the addition of a series of haunting flashbacks experienced by Maruge (portrayed by Oliver Litondo, a retired Kenyan news anchor in his first lead role).

It also gained realism via Chadwick's decision to shoot in the picturesque but desert-like and remote Rift Valley, and to use more than 200 real Kenyan schoolchildren as Maruge's classmates.

The children were initially shy and quiet, and the director wanted to bring them out, but he didn't want them to start playing to the camera. So, along with cinematographer Rob Hardy and lead actress Naomie Harris (as teacher Jane Obinchu, who took Maruge under her wing), he taught real lessons to the kids before and during filming.

The developing trust and intimacy led Chadwick to continue shooting when scripted scenes were finished, resulting in some improvised dialogue such as when one child consoles an ailing Maruge, telling him she planned to grow up to become a doctor and would care for him.

"Those were really beautiful moments," said Chadwick, whose film drew positive reviews at the Telluride, Toronto and London film festivals on its way to a U.S. theatrical run that started May 13  in New York and Los Angeles and is now widening to 15 markets (in Atlanta, it's exclusive at Regal Tara). It's expected to expand to 50 American cities by June 3.

Though it's obviously an art house title in a summer dominated by superheroes and would-be blockbuster sequels, Chadwick believes "The First Grader's" biggest potential audience is here. Thus, he's gladly trying to steal a little bit of ink from the likes of "Green Lantern" and "Pirates of the Caribbean: On Stranger Tides."

"It's a different kind of film," he acknowledged. "I know we all love the blockbusters, to see those big machine films. But I also think there's a place in cinemas across the world for interesting stories. We love to sit together in the dark and watch good stories."