This manuscript describes a one year study of 5th grade students who participated in a program entitled Project SMILE(Science and Mathematics Integrated with Literary Experiences). The purpose of the study was to investigate the extent to which the classroom implementation of Project SMILE positively influenced the classroom learning environment and student attitudes toward reading, writing and mathematics. This was accomplished by first facilitating a series of five professional development workshops with teachers and subsequently asking these teachers to use the strategies with their students. This unique program integrated children's literature and mathematics and focused on student attitudes and the nature of the classroom learning environment. The implementation of SMILE was found to have a positive impact on the students of teachers who participated in the professional development program. Student attitudes toward mathematics and reading improved and there was congruence between students' actual and preferred classroom environment on the scales of satisfaction and difficulty. Therefore, others can implement Project SMILE with confidence.