For children and adults alike, the foundations of counting are explored in detail. The history of number as it emerges from the human mind. Number is not seen as "out there" but is related to our own thinking. Bases are explored along with ways to do multi-base arithmetic, aimed at introducing fundamental concepts to assist with rapid mental calculation, developed further in other books. Treat this book like a game, there are no tables nor addition results to memorize, everything is very simple in that respect. The strange rules and approaches used to obtain answers in these strange bases can nevertheless be applied to our own base to produce excellent computational ability, and the deep understanding of the counting process will produce a solid foundation for understanding mathematics.