In this article, the author describes another teacher's unique approach to teaching science in one unusual second grade classroom. Immediately upon entering the classroom, the author was surrounded by an array of colors, shapes, and objects typically found in a forest. A multitude of puppets, stuffed animals, and live animals filled the classroom. Books and various manipulatives used for instruction lined the shelves. A hornet's nest attached to a branch hung from the ceiling. According to the teacher, "Every year some child brings in an empty hornet's nest and we examine it by cutting it open to look inside." In one corner a woodland effect had been created with a painted tree. Logs and stumps were arranged in a semicircle at the base of the tree. The branches and leaves reached around the room, covering the walls. The names of students who had completed second grade in this classroom were painted on the leaves. However, there were also empty leaves, waiting to be filled with the names of present and future students. In addition to decorations and objects in the room, several live animals were found within the Darkwood Forest. Three areas in particular stood out: (1) the classroom environment,; (2) the use of thematic teaching; and (3) the hands-on teaching approach. This article describes these three elements and how each contributed to student learning in "The Darkwood Forest."