A cooperative project between middle-schoolers and elementary students makes clever use of a flight theme, and, as the author reports in this article, students' learning soars. In this project, the pilots are enthusiastic members of Ms. Herring's eighth-grade English class at Hampton Roads Academy (HRA) in Newport News, Virginia. The copilots are kindergartners and first-graders at Lutrell Palmer, a nearby public elementary school. Twice a week the pilots telephone their young copilots at home and read to them. Each student in the pair has the same set of books, so copilots can follow along as the pilots read. The copilots include students whose parents are deaf, who are from homes where the first language is Spanish, who have a wide variety of economic backgrounds, and who are at various levels of reading. In this article, the author describes the benefits of this classroom project.