Students learned how to draw different forms: cube, sphere, cylinder, cone, pyramid, triangular prism, and trapezoidal prism using 6 different value techniques. These techniques include shading, hatching, cross-hatching, stippling, scumbling, and blending/smudging using pencil. The forms were shaded in a matter that the imagined light source came from the same direction. Learning to draw and shade basic 3d forms is essential for understanding how to depict volume and depth. Practicing the value techniques gives students a versatile toolkit for future drawing projects. In the second part of the project, students designed their backwall with sharpie and color pencil using one color. Then, students cut-out their forms and glued them so that forms were situated on the table and some appeared to be floating in the air. While the forms and value techniques are structured, students expressed creativity in designing their background and arranging the forms in unique ways. Lastly, students applied cast shadows from their forms (floating and stationary) using pencil. This a strong and developmentally appropriate art project for middle school because it balances technical skill-building with creativity and design thinking.