Miriam Schapiro's moving artworks take on a life of their own, without the use of traditional chiaroscuro or muscular-skeletal correctness. Taking on the medium of mixed-media collage and raising it from banal reality to high art, Schapiro infuses her work with enough art elements and design principles to stimulate rooms full of art students at a time. In this article, the author describes a lesson plan inspired by Schapiro's art, that enables students to manipulate their artwork into a unified whole through the experimental process of placing, combining, shifting, layering, and overlapping.