This paper describes a mathematics-centered thematic unit for 5th graders which organizes all the topics in the Houghton Mifflin Mathematics Program by combining critical thinking and whole language frameworks to help students retain, understand, and make active use of knowledge within and across domains. The unit connects inquiry, goals, critical concepts, critical issues, critical strategies, and performance-based outcomes. Critical strategies included in the program are: critical thinking, active approaches to learning, and assessments of understanding. Program materials integrate: (1) David Perkins' knowledge-as-design methods of critical thinking; (2) the National Council for Excellence in Critical Thinking framework for teaching and assessing critical thinking; (3) Lytle and Botel's Pennsylvania Framework for reading, writing, and talking; and (4) Howard Gardner's theory of multiple intelligences to help students read and remake the world. Includes 12 references. (Author/MKR)