It is a familiar comment from some new beginner music teachers, ‘I'm not a composer, how do I teach composition, I'm not sure about this, I don't feel confident . . .’. Since the work of Paynter (1982), Swanwick (1979), Swanwick and Taylor (1982) and others, whose work has influenced the National Curriculum in England, classroom music-making has focused on the key musical activities of listening, performing and composing, assuming an experiential learning approach which builds on the inter-relatedness of the three activities. Visits to school music departments reveal a range of pupil music-making but often the area which is least confidently facilitated and supported (and perhaps misunderstood) is composing. Why is this and what are the challenges of teaching composing?