Ways in which elementary school students value, adapt, and modify the curriculum are revealed by reporting statements of children in grades 2 through 4 in a midwestern parochial school. Over 250 hours of observation as well as interviews with students, teachers, parents, and the principal formed the basis of research. Data were assembled through writing field notes, audio-taping interviews, and collecting school documents, student papers, textbooks, and lesson plans. Children reported they valued subject matter because they realized the necessity of the subject, liked it, felt successful at it, and felt it was "fun." They did not, however, equate fun with easy or superficially entertaining subjects; rather, observation reveals that they have fun when a task is interesting, difficult, perplexing, and challenging. Boredom occurs when students are given standardized assignments and must wait for the teacher in order to proceed with their work. They do manage to become physically involved with passive lessons by, for example, miming a story being read to them. Students modify the curriculum by adding their accumulated experiences to it. They express a desire for personal activity and the challenges of learning subject matter that will be introduced to them in later grades. Clearly, challenging students is critical to their learning. (KC)