Place-value is a central, powerful mathematical concept. From the earliest years of school, students focus on developing strong understanding of the ideas, notation and computational use. Many times, however, they get as far as thousands and then resort to waving their hands--at least until they start a far more advanced and abstract treatment of scientific notation, based on powers of 10. Moreover, students' exploration of hands-on or concrete-manipulative numbers is often limited to simple, small groupings of 10. This author suggests going further and building some classroom experiences around that mysterious "billion" that features so often in media reports of science, politics, and economics. In this article, he provides ideas for using length, area, and volume to help grasp counting, numbers, place-value, and unusually large quantities.