LearningWorks AfterSchool (LWAS) provides free, high-quality after school and summer programs for students in grades Pre-K-5 who are academically performing below or partially below grade level, and may not have the resources to access a paid after school enrichment or tutoring program. The primary focus of the after school and summer programs is academic enrichment through project-based, hands-on, and engaging curriculum. The Make. Art. Think. Program is designed to build confidence in English Language Learners, provide opportunities for students to explore new ways of learning, and to extend “Studio Habits of Mind” into home practices of children. Throughout this six week period curriculum was implemented that was carefully scaffolded to promote artistic development by promoting learner differences, innovative applications of content, and safe and engaging learning environments. The program commenced with an introductory drawing exercise and concluded with a student exhibition of artwork in conjunction with Maine College of Art.