This paper describes a program for increasing problem solving and critical thinking skills in mathematics. The targeted population consisted of one kindergarten, one first- and one second-grade classroom in an elementary school located in an older established community 12 miles west of Chicago. The problem was documented through student performance on textbook generated tests, teacher-made tests, California Achievement Tests, teacher observations, and anecdotal comments of other teachers and parents. Analysis of probable cause data revealed that there was little emphasis on problem solving and critical thinking and too much emphasis on rote learning and drill. In addition, teachers felt that they relied too heavily on their own explanations and did not allow their students to actively generate independent solutions. Finally, it was seen that there was a lack of challenging subject matter utilizing higher order thinking skills. A review of solution strategies suggested by authorities in the field and analysis of the problem setting resulted in the selection of mathematics and children's literature with related activities as the intervention to motivate higher order thinking skills. (Contains 26 references and 4 figures of data; appendixes contain pretests, survey instruments, a 16-item annotated bibliography, ranking and graphing sheets, performance assessment forms, and activity sheets.) (Author/RS)