This study investigates the implementation of VanTassel-Baska's Integrated Curriculum Model (ICM) in a mixed-ability Year 3 classroom. The model, which was designed specifically for use with gifted and talented students, draws upon concepts, rather than being topic-based, and focuses on advanced content and higher order thinking processes. The study's purpose is to investigate the learning that takes place as students of mixed abilities engage with the ICM. Specifically, the study involves interpreting student talk and work samples, and observing the ways in which meaning is sought while engaging with the ICM. A qualitative case study methodology is used and some quantitative analysis of students' pre and post reading and writing samples and talk patterns is undertaken to support and illuminate the qualitative analysis. Student talk is analysed by using Ritchhart's thinking disposition framework that underpins his theory of intellectual character. Ritchhart proposes six dispositions: the disposition to be open minded; curious; metacognitive; a truth seeker; strategic; and sceptical. The study revealed that the ICM was effective in producing learning that was indicative of displaying intellectual character. This finding was true for both the gifted and non-gifted students, with varying degrees of engagement in both cohorts. In particular, the gifted students make mention of the increase in level of challenge and the opportunity the model provides to engage in exploratory talk about complex issues. The non-gifted students, while acknowledging some difficulties with particular aspects of the unit, overall recognise increases in their learning and their ability to ask questions. Of most significance are the findings that demonstrate students are able to: (a) engage in exploratory talk about complex issues and demonstrate thinking that is indicative of displaying intellectual character; (b) advance their skill level in both persuasive writing and literature interpretation; © acknowledge their level of engagement with the ICM in comparison to previous learning experiences. Further research is recommended before any firm conclusions can be drawn about the effectiveness of the ICM in inclusive classrooms. This would involve using the ICM with an extensive range of learners, and being delivered by different teachers, with their own pedagogical approaches. However, the study highlights the powerful tool that Ritchhart's thinking dispositions framework offers educators for assessing student thinking. It also raises the need for a closer examination of the framework to clarify aspects such as whether it is sufficiently inclusive and whether the framework is hierarchical in structure.