This article discusses an action research study on how an integrated project-based curriculum could enhance students' learning of mathematics and social studies content. "A Tale of Two Cities" a thematic unit, which was developed and used with three classes of sixth-grade mathematics students (95 total) as part of the study. Results shows that "A Tale of Two Cities" was not just a fun project; it empowered the students to make decisions about their own learning, improved students motivation, time on task, and student attitude toward mathematics. Research suggests that if students have a high level of involvement, they are more likely to remember the skills and concepts they learn and thus improve their mathematical achievement.