The recent increase in enrollments in college remedial mathematics courses makes clear the need for the development of pedagogy and curriculum which is tailored to this relatively new class of service courses. Besides the need for courses which teach basic skills in arithmentic, general mathematics, and elementary and intermediate algebra, a growing concern for better thinking skills among college students has added an important new dimension to the teaching of remedial mathematics. The Basic Math Program of the University of Massachusetts, Amherst, has instituted two new courses for empowering math-weak students to think critically and quantitively. Two fundamental perspectives guide the design of the program: (1) the constructivist epistemology of Piaget advocates the active role of the learner who must invent concepts rather than passively receive "knowledge transmissions" from authorities; and (2) recent studies on the role of metacognition demonstrate the importance of reflecting on one's thought processes to facilitate learning and generally to increase self-awareness and self-confidence. Students spend the majority of class-time solving problems in pairs and in small groups. Teachers interact with their students more as coaches and clinical interviewers than as lecturers. Diversity, debate, controversy, and consensus replace authority in the quest for understanding in mathematics. (Author)