Creativity can be experienced in many roles of musicianship: performing, improvising, and composing. Yet, activities that encourage creative thought in our music classrooms can be a challenge to implement. A strong music education curriculum for middle school general music is important; as this may be the last time we reach students who do not participate in band, orchestra, or choir. This article provides information on the development of a middle school general music curriculum model where creative thinking in music through music composition activities is the focus of instruction. Students with limited experience in music were given opportunities to explore and express musical ideas in their compositions. Music fundamentals were introduced following the composition experience. The composition experiences provided fertile ground for creative thinking in music, and students in the program were highly engaged in the music-learning process. The Webster Model of Creative Thinking in Music is examined to discover the keys to success in this model.