This spelling list was phonetically created using words from the story Tops and Bottoms by Janet Stevens. The vocabulary words are also directly from the story. I have included a set of vocabulary cards which can be used for individual study, whole group review, spelling centers, and small groups. Ideas for other activities are included in this packet. This is a great book to use in a farm unit, plants unit, or a unit on folk tales with a moral. This list was created for grade 3, but can be used in 2nd or 4th or adapted to use in other grades.