Educators have long battled over how to teach arithmetic. Constructivists argue that students learn best by "discovering" and "constructing" their own understanding of the underlying principles of math. Back-to-basics advocates argue that students must learn basic facts and computational skills. Curricula written by one side usually completely ignore key components advocated by the other side. An on-line Blended Arithmetic Curriculum (Count Me Smart) , encompassing both the constructivist and back-to-basic philosophies and methodologies, will be developed and implemented to teach addition, subtraction, multiplication and division. Each Count Me Smart lesson consists of a constructivist conceptual lesson plan; a back-to-basics fluency building worksheet that students must complete independently at their seats or at home; and an on-line computer "game" that builds conceptual understanding and fact retrieval fluency. The "addition" component of Count Me Smart , One+One=Fun , was implemented in a Cleveland Empowerment Zone elementary school classroom and tested using 42-question addition worksheets. The tests confirmed the results of a previous study: after a six-week One+0ne=Fun curriculum, time to complete the worksheet decreased from 15 minutes to 8 minutes; accuracy improved from a completely random grade distribution (ranging from 20% to 100%) to an almost perfect grade (average of 95%). Summary of Anticipated Results and Implications: Previous studies determined and Phase I confirmed that Count Me Smart helps special education students learn and perform addition well. In Phase II Count Me Smart will be tested in three Cleveland Empowerment Zone elementary schools, grades 2d through 4th. Phase II further prototypes, implements and tests the technology as applied to Subtraction, Multiplication and Division and addresses how to make the technology accessible and easy to use for young students and their teachers. The questions to resolve during Phase II will be "Can Count Me Smart be expanded to include all the arithmetic skills?," Does Count Me Smart ease the inclusion of Special Education students into regular classrooms?," and "How can Count Me Smart be integrated into the classroom in a practical way that so that teachers receive adequate training and fully embrace the technology?" A successful Phase II will produce a sophisticated, simple-to-use, and inexpensive technology that engages special education students to learn math skills and is ready to market commercially. Count Me Smart will find a ready market well beyond special education to the regular classroom. Because Count Me Smart is on-line and automated, we are able to deliver, in a cost effective way, to a wide range of customers; from and entire school district, to a single school, to an individual classroom, or to a single student being schooled at home.