Toys in the classroom was the result of a National Science Foundation grant that brought two engineering graduate students to a middle school math class. The graduate students and teachers collaborated in an effort to enhance students' mathematical learning. An engineering context was theorized as a way to further develop students' understanding of mathematical ideas. This article describes the Scale Model Project where students explored the concept of calculating scale factors commonly used for toys. While developing their understanding of ratios and scale factors, this project helped middle school students recognize the importance of accurate measurement and correct arithmetic. The project gave students an opportunity to explore scale factors and how scale is used to shrink or stretch objects. Reflections from teachers and their students revealed meaningful information about the project. Having students create a scale model self was a great way to engage them in envisioning a scene. They were excited to start measuring and "shrinking" so that the scale model scenes could be created. The project intertwined students' understanding of scaling, benchmarking fractions and measuring, which increased the retention of their learning. It helped students understand how to use scale factors and showed them that engineering can be used creatively. (Contains 1 figure.)