In recent years it has become evident that more and more of our students are having difficulty with weight and learning. It has become almost an epidemic that students are growing up obese and overweight. As a result students are not performing well in school. With school districts cutting budgets, the first things to go are the physical education classes. This prompted me to research the benefits of having physical activities in the classroom and how it affects the brain. The eight week study that took place in an urban school in Philadelphia was done in a multiage inclusion classroom consisting of students that were age and grade appropriate ranging from kindergarten through second grade. The study examines how exercise can enhance student learning and brain function. It particularly looks at how exercise helped students who were struggling with sight word vocabulary. Although there were many factors involved that determined the outcome, it is clear that exercise and brain function are vital to educational success.