Schwartz helps youngsters conceptualize enormous numbers by introducing them to counting by powers of ten. Professor X, along with his dog Y, comes to the rescue of some children with an out-of-control popcorn popper as they futilely attempt to count the kernels. The Professor begins to "power count," rapidly reaching large numbers through the addition of zeros. The scenes change as the Professor counts from 1 to 10 to 100 to 1,000 , from a camp out in the woods, to the seashore, rain forest, north pole . All the while, the children echo his explanations of the counting process. Each double-page spread is illustrated with watercolors in lively cartoon fashion with lots of detail. Sidebars include one section where Y shows how exponents can be manipulated, and another section entitled "Did You Know?" The factoids presented show the prevalence of things in large number: "Every day 37,000,000 (thirty-seven million) Tootsie Rolls come rolling out of the factory." Yet, they bear no relationship to power counting, and may even serve as a distraction. And while the children do reach large numbers counting this way, they never actually count the popcorn. Also, exponents are generally not introduced until fifth or sixth grade, where this picture book will have less appeal. However, for the most part it works as an introduction to the subject, and fans of Schwartz's How Much Is a Million (1985) and If You Made a Million (1989, both Lothrop) will probably enjoy it. Grace Oliff, Ann Blanche Smith School, Hillsdale, NJ Copyright 1999 Reed Business Information, Inc.