One of the most fundamental, ongoing debates in music education involves scholars who argue for a "performance-based" curriculum and those who promote a curriculum that is fundamentally "aesthetic-listening based." Rather than arguing for the primacy of either performance or listening as a basis for a music education curriculum, the paper attempts to raise the profile of the musical listening process "tout a fait"--that is, not aesthetic listening in particular, but all forms of engaged listening. The author explores David Elliott's rationale for favoring performance over listening as well as his reasons for failing to include listening in his concept of "musicing." In connection with Elliott's notion of musical listening as a form of "thinking musically," the paper examines Matthew Lipman's work on higher-order thinking, mental acts and states, and his view of thinking as performance. The connections between listening and thinking, thinking and performing, and, ultimately, listening and performing are explored. The paper concludes with an argument that engaged music listening is "itself" a form of creative activity, that it "is" in fact a complex and bona fide mode of "making" music, and that such listening "may well" have some important implications for music education. (Contains 41 notes.)