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diff --git a/moose-class/exercises/README b/moose-class/exercises/README
index 84c9db7..ddc2f8b 100644
--- a/moose-class/exercises/README
+++ b/moose-class/exercises/README
@@ -1,12 +1,15 @@
+DIRECTORY CONTENTS
+==================
+
 This tarball contains exercises for the Intro to Moose class. Here's
 what's what ...
 
 t/*.t - each .t file contains instructions on what the exercise is,
 and runs the tests to check your code.
 
-t/lib - includes a recent copy of the Test-Harness and Test-Simple
-distributions so we're all on the same page, as well as some other
-modules used in the tests.
+t/lib - includes a recent (enough) copy of the Test-Harness and Test-Simple
+distributions so we're all on the same page, as well as some other modules
+used in the tests.
 
 t/lib/MooseClass/Tests.pm - the actual tests all live in this
 module. It also shows many examples of how to use Moose's metaclass
@@ -16,12 +19,32 @@ bin/prove - a slightly hacked version of prove that makes sure to look
 in t/lib first. If you have a recent version of prove installed, this
 can be ignored, but it's worth trying if you have any weird problems.
 
-tarballs - Moose, Class::MOP, and all their dependencies.
-
 lib - this will be your working directory for most exercises. You'll
 be creating various classes and roles in here, and then testing
 against the test code.
 
 answers - code that passes all the tests for each section. You can
 look in here if you're stuck, or if you just want to see how someone
-else did these exercises.
\ No newline at end of file
+else did these exercises.
+
+EXERCISES HOW-TO
+================
+
+The exercises are all (except for one) designed to be done in the form
+of writing Perl modules and running tests against them.
+
+You will create these modules in the lib/ directory. You will often
+find yourself changing or extending the module you created in a
+previous exercise, so don't delete anything from this directory as you
+go.
+
+The instructions on each exercise are in the associated .t file.
+
+To run the tests, simply run this command:
+
+  /path/to/perl bin/prove -lv t/test-name.t
+
+The test file name will be something like 01-classes.t.
+
+This command will run the tests in verbose mode so you will get clues as to
+what exactly failed. Keep iterating on your code until the tests pass.