As an educator, researcher and parent of a LABBB student at Lexington High School, Marcia Steere worked toward expanding the intellectual potential of LABBB students by creating a series of classes and a curriculum that enhanced development through class discussion, individual assignments leading to creative endeavors, daily homework, and tests that allowed students to demonstrate “think to learn” growth. The group learning environment and effect meant that every student became an active participant, and parental involvement was especially beneficial. Her book I Can also Think to Learn: How Academic Stimulation leads to Growth in Students with Mild Intellectual Disabilities describes the results of a multifaceted four year journey of teaching and learning across disciplines, and explains how she and other LABBB staff developed and experimented with curriculum and testing designed to both challenge and excite struggling learners. We all know that school is a place where the concept of “learning how to think” is explored, and yet it is remarkable how struggling learners can enthusiastically “think to learn” as well. The book, and this evening’s talk shares what teachers and students did, and what and how they learned.