Trees burst with color in the northern states. Autumn leaves dust the ground. Painting the fall landscape is nothing new. Teachers have been doing it in classrooms for decades. The approach, however, can make the difference between whether the fall landscape is simply painting for fun, or a real learning experience. Students learn best when they are allowed to make discoveries on their own, so this second-grade lesson began with experimentation. This article describes an art lesson on fall trees. After three forty-five minute class periods, the fall trees were complete. The resulting pictures produced a riot of color. Displayed in the school's main hallway, the students created their own autumn forest in the deep south. Not only were these masterpieces visual delights, they showed off the skills and knowledge achieved by the student artists who created them.