As iPads take their place in mainstream pedagogy, many educators struggle to envision how the technology might be utilized effectively in classrooms. Research reports various potentials and benefits of iPad-based teaching and learning, but does not often describe how those benefits might be realized. This article reports on a qualitative research project that observed iPad-based teaching and learning in six middle-grades classrooms across two public school districts during one academic school year. The research goals were to examine the phenomenon naturalistically, describe its best features, and share the teachers' and students' perspectives about it. Five key themes that emerged from the data are illustrated here in a richly detailed portrait that enables readers to envision and understand how iPad-based teaching and learning takes place in classrooms, and how participants perceive the phenomenon. A closing discussion addresses implications for administrators, teachers, teacher educators, and researchers.