During the 2002-03 school year, one Philadelphia fifth grade class developed a core curriculum designed to teach every child the 21st century basic skills: the ability to think, learn, and create. This effort was a pilot for a rigorous Harvard University based program to develop proficiency for each child in a mixed ability classroom of 29 African-American students, three of whom were defined as gifted and one of whom was identified as special needs. Each of the students had many gifts across a spectrum of nine intelligences. The facilitator blended a teaching for understanding approach, the multiple intelligences approach, Piaget's reflecting abstraction process, and a set of five life values to give children a deeper understanding of mathematics, literacy, science, and history. Students participated in character education, technology classes, a theater class, a books challenge class, a physical fitness class, and daily practice of meditation and Tai Chi, all woven into the core curriculum. Ongoing assessments evaluated the experience. Overall, children practiced mindful learning in math, literacy, science, and history. Children created works, including electronic portfolios, to demonstrate understanding and build new understanding. Children developed all their multiple intelligences with an emphasis on higher order, logical mathematical, and verbal linguistic intelligences. (Contains 16 references.) (SM)