Henri Matisse (1869-1954) was a very prolific Impressionist/Post-Impressionist artist whose longevity allowed him to produce many wonderful, brightly colored pieces of art that spanned different styles, movements and media. Elementary-school children love color and appreciate any project that does not require their work to be exact or totally representational. This article presents a project that affords students an avenue of expression that can be depicted in any manner the student chooses. The project aims to introduce students to Henri Matisse and his unique styles, including his Impressionist and Post-Impressionist works, discuss the difference between abstract and realistic art, and use color and shape in the creation of a well-balanced composition. Using Matisse's work, "Beasts of the Sea," the project is suitable for eager young children to follow a fairly loose format in creating an original version of Matisse's collage.