Theory teachers can encounter several problems when presenting atonal (and more specifically, twelve-tone) techniques to their students for the first time. Among these problems is the need to find creative ways to motivate student interest in styles which may be unfamiliar, or with which they may be less than favorably disposed. Many students close their ears to the music of Schoenberg, Berg, and Webern when first exposed to that repertoire. One must invest a considerable amount of time to understand the complexity, wit, and aesthetic thought of composers who use twelve-tone technique. This discussion will present two possible ways to encourage student enthusiasm for twelve-tone music.