This article discusses "Learning by Leading," a multi-faceted, research-based workshop developed to expose at-risk and gifted middle school students to an enriched, collaborative learning experience that strengthened the learning process and provided a new focus on leadership training. These cross-curriculum lessons incorporated science and math while utilizing technology tools, such as handhelds, laptops, and computers. These diverse combinations of various manipulatives were used to teach students about the different resources that the forest has stored in its rich environment. After descriptions of the two sessions of the workshop, case studies of two gifted and two at-risk participants are presented and analyzed for emerging themes and implications for future educators. (Contains 2 tables and 4 figures.)