This document discusses using the free photo editing software Paint.net to engage students in the classroom. It can be used to motivate critical thinking and allow student ownership and collaboration. Some suggested classroom uses include creating a photo calendar for the PTA, adding photos to storytelling, and using it for student assessment and reflection. More advanced uses with Paint.net include using a green screen to composite photos. Students can also create a year-long PowerPoint portfolio to include goals, feedback, reflections, and samples of their work to share with parents as a virtual learning management system.