Children with learning, sensory and attention difficulties struggle to follow directions and focus in the classroom and at home. This intermediate level presentation will provide the foundation for using exercise, mindfulness, movement, and sensory strategies, to help children focus and engage in learning. There has been a wealth of studies that indicate that moving our bodies and our muscles has a direct effect on building and preserving our brains. In addition, we change the brain’s chemistry when we move and this improves our attention and helps compensate for many learning challenges. Research also shows that mindfulness helps to reduce toxic stress, enhance concentration and grit, and develop self-regulation and compassion. These assets help students self-regulate their emotions and become ready to learn. Current research for addressing sensory integration concerns in children identify movement and other sensory strategies to prepare children for learning as well. These approaches provide a wealth of information, research and strategies to help us understand ways Complex Learner’s brains can change through innovative ways to motivate and prepare them for learning.