This case-study explores the impact of a 12 week in-class intervention designed to encourage creativity, inquiry and exploration as a normal and expected part of mathematics lessons, with a particular focus on supporting the learning of highly capable and gifted students. Fred is a mathematically highly capable grade five student whose personal learning focus in mathematics changed from simply "getting the answers right" and striving for "A pluses" to being more willing to think beyond the set mathematics task to include imagination and creativity.