The Math Course was a UCSD course for gifted elementary school students in grades 4-6 offered through the UCSD adult education program. It was an outgrowth of a Math Club at Skyline Elementary School in Solana Beach, CA. In both cases a non-standard instructional program was developed using active learning experiences.  It uses what we know of the learning approach of successful mathematicians. The article examines  the underlying philosophy of the approach and its pedagogical consequences.