Abstract: The importance of getting students to think cannot be overemphasized. This article identifies some features of classroom activities that seem to be able to motivate students to engage in higher order thinking. Several classroom activities are described. These activities had been used to motivate, in particular, weak mathematics students not only to lean mathematics, but also to engage in mathematical thinking normally associated with students who are mathematically inclined. Such activities often perceived by students as non-threatening, allow students to choose and make decisions, and are usually varied.