Music composition is a rewarding activity for students. Through composition, teachers not only address National Standard 4 (composing and arranging music within specified guidelines), but also cover other areas of the music curriculum such as singing, notation, improvisation, form, style, tempo, dynamics, music vocabulary, and assessment. During the 2000-2001 school year, the author led his third-, fourth-, and fifth-grade general music classes in a composition project. The students have a music room, but no technology lab, so, instead of asking each student to compose a piece, they worked as a class using one computer--a laptop with no Internet of network connection--an electronic MIDI keyboard, and a TV. The TV was connected to the computer so the class could follow the proceedings on the monitor. The project took three to four months to complete. A whole period could be spent just comparing two or three styles of music or listening to different bass rhythms and drum patterns. The students also learned some of the things that go through a composer's head during songwriting. They discovered there are as many ways to write a song as there are composers. Some composers can agonize for hours over a four-bar phrase, but the process is still very similar to what was done in class. The class also talked about what happens in a professional recording studio, which helped the students focus when it was time to record their songs. It was all time well spent.