This research investigated how effective ‘Number Talks’ were in developing mathematical discourse, and what effect this had on computational fluency, mathematical proficiency, and attitudes of Further Education (FE) students. Adults on mathematics courses in FE, often lack computational fluency, number sense, reasoning, positive attitudes, and communication skills. The lack of these foundational skills contributes to high withdrawal rates, limits life chances, and wastes public money. Questionnaires, tests, observations, and interviews assessed the intervention’s impact. Findings show that computational fluency and mathematical proficiency increased. Discourse improved students’ attitudes and enjoyment of mathematics. Students felt more confident, with engagement and discussions improving. Learners displayed a limited range of problem-solving strategies. It was concluded that students on development courses in FE are missing building blocks essential for success in mathematics. ‘Number Talks’ are a tool which can support students in developing computational fluency and mathematical proficiency. Continuing to use algorithms with no conceptual understanding will not help students build confidence in their own abilities or increase attainment. This dissertation recommends that future research is conducted on pedagogies that support the development of foundational skills in FE mathematics students. Recommendations on the use of ‘Number Talks’ include a longitudinal study, starting earlier in the academic year, involving more students from more diverse backgrounds. Pre-test results should be used to ascertain a baseline for student ability.</p