Middle grades teachers should create meaningful learning activities involving stimulating literature and interesting composition prompts. This article describes a unit in which eighth graders read short stories by Edgar Allan Poe. Using multiple learning and teaching approaches, they expanded their vocabularies, responded artistically to "The Tell-Tale Heart," wrote creative paraphrases, and analyzed stories in class discussions and blogs. The culminating activity was to alter a fairy tale or other well-known children's story to make it sound as if Poe wrote it.