Artist Joseph Cornell (1903-1972) created wonderful environments inside boxes using mostly found objects. They were often Surrealistic in nature. Some boxes were designed with glass fronts, and others were meant to be interactive with the viewer, wherein the objects could be handled. With Joseph Cornell in mind, the author introduces an art project that allows students to create their own versions of "shadow boxes." Only their boxes would be called "favorite boxes." In thinking about creativity and using one's imagination, one may think it is better to think "outside the box," but in this particular art project, the students learn how to be creative "inside the box."