Spatial reasoning is a valuable skill. For learners new to this topic, starting with physical models helps them learn the basic concepts so they can apply them later to CAD projects. With only paper, tape and scissors, I will show you how to make a set of 3-dimensional shapes, (we call it our “alphabet” of shapes), that can be used to create unlimited projects. For example, paper cones, cylinders, trays and tracks, when combined, become creatures, cities, playgrounds, habitats, amusement park rides and so much more. Hands on activities set the groundwork for advanced understanding of the physical and digital world. Using simple supplies that are easily accessible to everyone makes this an effective method for starting students on the path to 3D modeling. We will also review digital tools including CAD programs and spatial reasoning programs.