This proposal describes a Track 1 project developed by Auburn University in science and mathematics partnerships with the Lee and Macon county school districts. The focus of the GK-12 Fellows in Science and Mathematics for Schools in East-Alabama Project is to place Graduate Fellows from Auburn and Tuskegee Universities in 9-12th grade science and mathematics classrooms to serve as resource persons and assist teachers with instruction. Under the supervision of GK-12 Teachers, the Fellows will assist in laboratories, develop curriculum modules, design activities, provide demos, work one on-one with students, explain concepts to students, and participate in after school enrichment activities. The Fellows will be required to take a course in pedagogy the summer prior to entering the classroom. GK-12 Teachers will attend a two-week professional development workshop over the summer. Both formative and summative evaluation will be conducted periodically to assess the effectiveness of the project. The project has three main goals. The first goal is to increase student learning, motivation, confidence, achievement, and enrollment in science and mathematics courses in 9-12th grades. The second goal is to increase teacher content knowledge and skills. The third goal is to increase the number of science and mathematics majors that learn about teaching and the learning process.