Improvisation and Composition are often implemented as core elements in the elementary and general music classroom. Secondary performance-based classrooms are an excellent place to continue fostering student creativity but can often be limited by preparation time needed for performance and music literacy expectations. Using improvisation and composition in the secondary classroom can be a wonderful way to reinforce music literacy while using higher order thinking skills.Both the Kodály and Orff Schulwerk Approaches contain systematic ways to teach improvisation and composition. Although often thought of as approaches for the young child, Keetman (1970, 11) states, “With older children only the choice of text will change and the possibility of a quicker rate of progress exist.” In the Orff Schulwerk approach, “with adolescents, preference will be given to speech work with suitable texts.” (Keetman, 1970, 11)The Kodály Concept focuses on preparing, presenting, and then practicing. This model allows students many opportunities to experience a concept before ever labeling it. For composition and improvisation, one way this takes place is through a sense of play. Students are free at first to improvise with no parameters in simple conversational question and answer statements. As students become more comfortable with the improvisational process, parameters such as specific number of beats, rhythms, and pitches required can be added. Students can then begin to create in every aspect of music: text, movement, rhythm, melody, and harmony.The Orff Schulwerk Approach, “began with rhythm as the basic element inherent in music, dance, and speech, combining and unifying them into one language. Improvisation and creation were at the center of [Orff’s] teaching.” (Warner, 1991, 3) The elemental style is at the heart of the approach and imperative to the composition and improvisation processes. Wild states, “Elemental music is pattern-based music built on natural speech and body rhythms, familiar melodic patterns, and simple forms that can be learned, created, understood, and performed without extensive technical or theoretical musical training.”This session will conclude with composing and improvising exercises teachers can use in the secondary performance-based classroom. Question and answer statements will be improvised, texts will be changed to familiar tunes, mnemonics will be created to various rhythms and formed into compositions. The attendees will work in small groups to locate simple poetry, compose a melodic and harmonic piece using the pentatonic scale. These will be combined with a simple melody to create a rondo as a final project.