This educational video introduces students to counting numbers up to 1000 using visual place value models. It transitions from concrete objects (bags of candy) to standard mathematical manipulatives (Base-10 blocks), helping students visualize the magnitude of numbers in the hundreds. The narration guides viewers through a step-by-step counting process: first counting the hundreds, then adding the tens, and finally the ones, reinforcing the structure of our base-10 number system. The video covers key concepts including identifying hundreds, tens, and ones; understanding the value of digits based on their position; and dealing with zeros in the tens place (e.g., 604). It culminates in a demonstration of how ten hundreds combine to form one thousand, providing a clear visual representation of this milestone number. This resource is highly valuable for 2nd grade classrooms as it directly supports standards regarding three-digit numbers and place value. Teachers can use it to introduce the concept of larger numbers, model counting strategies, or as a visual aid to support students who struggle with abstract number concepts. The clear, paced counting allows for choral response and interactive participation during the lesson.