In this article, the author describes his experience teaching a "special needs," or "SPED" class. In this class, he has sixth, seventh, and eighth grade students that have the most difficulty of any students in the school in grasping new concepts. The author explains that these same students, however, are also the ones who best appreciate what you do for them and can be the most caring and sharing. Their behavior is usually better than the other students. Some students in the SPED class require their own aide, therefore he had 19 students and four aides in the class. During the first few days of school, he asked students in the class to share something they liked to do; something they would like to know more about that would help them later in life; and something they would like to do in the future. This gave him some ideas of what to incorporate into the class to help them be more successful later in life. Here, the author describes several of the activities that the class engaged in and how he each one proved to be a successful learning experience for the students. Activities included: making holiday gifts for relatives; working with money when making change and budgeting; completing job applications; practicing interviews; using hardware tools to fix or improve things; and improving a bridge design and making one that was less expensive.