Grade Levels: 3-5, 6-8, K-3

In the BrainPOP ELL movie, Any Cookies? (L1U3L4) Ben and Moby are hungry and thirsty upon arriving home from school. They look for snacks, while using some and any as well as the phrases how much and how many. This lesson plan, adaptable for grades K-8, invites students to differentiate between count and non-count nouns through hands-on activities.

Lesson Plan Common Core State Standards Alignments

Students will:

  1. Identify and sort count and non-count nouns.
  2. Ask questions about count and non-count nouns using the phrases How much? and How many?
  3. Collaborate on a written dialogue and present it to the class.



some, any, many, much, how many, how much, lot; a lot, lots

Lesson Procedure:

  1. List, Draw, and Sort. While watching the movie Any Cookies? (L1U3L4), have students list all the food items mentioned. After the movie, divide students into small groups. Tell them to draw all of the food items from their lists on blank index cards, dividing the items among the group members, and adding any extra items they want. Then put the two headings on the board: There is some ____ and There are some ______, and tell the groups to sort their pictures according to the two groups. To check their work, have them take turns saying their food items in one of the two sentences. Ask students to explain the difference between the two groups of nouns (count nouns and non-count nouns), in their own words.

  2.  Now There Is and Now There Isn’t! After watching the Some and Any part of Grammar from the movie Any Cookies? (L1U3L4)  have pairs of students place some of their index card pictures in front of them and follow Ben's model. For example, one student says what she sees (There is some milk. There are some bananas.), and the second student removes items, saying what isn’t there (There isn’t any milk. There aren’t any apples.).
  3. Mini-dialogues. Have partners write a mini-dialogue to practice using the questions and phrases listed in the Vocabulary section of this lesson plan. Choose a student to help you model an example of a dialogue. Give them time to collaborate and write their dialogues, practice them, and then present them to the class.