With federal and state mandates designed to increase standardized test scores, many schools are modifying the school curriculum to increase the amount of time spent in academic subjects. These modifications have resulted in a reduction of time spent in “elective” activities such as music, art, physical education and recess. However, ongoing research indicates that children need frequent breaks and movement to optimize learning, refocus, and decreasing non-productive and distracting behaviors (Pellegrini & Bjorklund, 1997). Additionally, this shift results in increased sedentary behaviors and decreased physical activity, which adds to the childhood obesity epidemic. TAKE 10! is a curriculum specifically designed to integrate physical activity into academic subjects. The purpose of this study was to examine the effects of implementing TAKE 10! on children's activity levels and classroom behaviors. Additionally, the teachers' perceptions of TAKE 10! were assessed. Area schools (2 intervention and 2 control) participated in the study. Children (N = 202; grades K-4) wore accelerometers during the school day for three consecutive days four times throughout the school year to obtain activity levels. The results of the accelerometer data indicate that the addition of TAKE 10! significantly increased the mean daily activity counts. To examine the children's behaviors, trained observers coded children's behavior at control schools (10 observations) as well as pre- and post-TAKE 10! at intervention schools (12 observations). Control data analyses revealed that children's behaviors were on-task 83% and minimally disruptive 16% of the time. Similar to the control group, observation data analyses indicated that pre-TAKE 10! children demonstrated on-task behaviors 81% and minimally disruptive behaviors 18% of the time. However, following participation in TAKE 10! activities children demonstrated increases in on-task behaviors (92%) and decreases in minimally disruptive behaviors (7%). To ascertain the teachers' perceptions of the TAKE 10! curriculum qualitative data were collected via surveys and informal interviews. Teachers (N=16) completed an 11 item survey (Lloyd, Cook & Kohl, 2005). Results from the qualitative data analyses indicated the teachers believed that the activity breaks help children re-focus, TAKE 10! activities provide educators innovative strategies to achieve teaching effectiveness, and the children enjoyed participating in TAKE 10! Specifically, the teachers unanimously stated that the children looked forward to and “loved” participating in TAKE 10! Overall the results of this study suggest that the TAKE 10! curriculum is an effective method for increasing daily physical activity levels and positively influencing children's classroom behaviors.Keyword(s): elementary issues, exercise/fitness/physical activity, interdisciplinary