Help students to practice decoding and recalling the meaning of grade 3 ELA vocabulary words taken from www.flocabulary.com©. The list of words is included in the preview for your convenience. Students place the cards face down on the floor. The first person picks up a card, reads the word and uses it in a sentence (or simply tells the meaning). If the word is not used correctly, than the student is assisted with the meaning of the word and is given a chance to produce a correct sentence/definition. The next student chooses a card and explains their word and so on. If a student draws a “Spill” card, they must be given the card that the previous player picked up and share a different sentence/definition. They keep both the Spill card and their friend’s card. For example, Sally chooses the word evening and provides the definition “night time”. Then, John draws a “Spill” card. Sally must give her card to John and he must now explain the word evening in a different way than Sally. He can say, “I like to watch T.V. in the evening”. I recommend starting with 10 words at a time in small group (make sure that you have taught the words first) and working your way up to a whole group. Students enjoy playing this rendition of SPILL! I hope that you do as well.