Informal assessment, teacher-made Unit Pretest, and Terra Nova scores indicate that 55-65% of the students in my fourth grade Math class demonstrate a lack of mastery of the concepts and skills necessary for understanding fractions. The Tennessee Curriculum Standard NUMBER SENSE AND NUMBER THEORY states that in order to develop Number Sense and an understanding of Number Theory, the mathematics curriculum must include problems which require students to recognize, represent, and model real numbers and operations verbally, physically, symbolically, and graphically. I chose to teach the unit, \\\"Counting Clouds\\\" because it makes use of alternative and high-interest materials to help my students better understand how to find fractional parts of a whole and apply their knowledge of fractions to their environment. It addresses Teacher Pre- Survey Item #12 that my students use what they know about this topic in other school subjects. My students will connect what they learn about fractions to their study of clouds in Science.