Technology permeates every aspect of daily life, from the sensors that control the traffic signals to the cameras that allow real-time video chats with family around the world. At times, technology may make life easier, faster, and more productive. However, does technology do the same in schools and classrooms? Will the benefits of technology translate to learning reading, mathematics, science, or social studies? As elementary school mathematics teachers become aware of interactive math simulations, virtual manipulatives, graphics, and dynamic models, they must ask themselves: (1) Is this technology important to my classroom? (2) When should my students use technology? and (3) How will this technology influence student achievement? Questions that link student technology use to student achievement are often difficult to answer. However, teachers at Kennedy Elementary in Alief Independent School District asked a different question. Students are no longer being asked to learn to "use technology" but to develop skills and learn "with technology" (ISTE 2007). Following this new research agenda, third-grade math teachers joined a school's math coach in attempting to discover how students were thinking and interacting mathematically while learning "with" technology. Using video, the teachers captured interactions of students using virtual base-ten blocks while studying place value. Rather than trying to link technology use and student achievement, the teachers asked, How do students think mathematically when using virtual base-ten blocks to learn place-value concepts? The results of the study are discussed in this article.