Fraction knowledge is crucial for learning algebra as well as for everyday functioning. Unfortunately, many middle-school children have only a tenuous grasp of fractions, despite several years of instruction on the topic. In the present paper, we present research-based fraction activities that help sixth graders with learning difficulties build fractions foundations. The fraction activities center on the number line, use a limited number of denominators, and are set in a meaningful context. Participation in the activities advances students' fraction knowledge and prepares them for algebraic learning.