This session covers the basic core values of Music Will; how we teach improvisation and composition by getting our students into a comfort zone. We do that by using student-centered instruction, approximation, and scaffolding. These are all basic tenets of Music as a Second Language. Participants are introduced to the instruments of Modern Band and will learn the basics of playing and teaching guitar, keyboard, drums, vocals, bass, and technology. Participants will also use their new musical skills to compose and perform an original song. The goal of the MB 501 workshop is to inspire pre-service music educators to leverage the cultural capital of their students and provide a music education experience that will be as diverse as the students they will one day teach.