This project is bringing together research scientists and dedicated teachers to assist Graduate Teaching Fellows to improve mathematics, science and technology education for K-12 students in the urban Philadelphia School District. While significant efforts by the Urban Systemic Initiative and other programs have begun to establish a solid foundation for science education, most of the District's elementary and middle grades teachers and many secondary teachers have limited knowledge of science content and little experience with inquiry-based instruction. As a result, science education is often textbook-based and superficial. The Teaching Fellows are working with teachers under the guidance of disciplinary faculty, and faculty in the-Graduate School of Education, to incorporate current scientific knowledge and an inquiry-based approach into all levels of the school district curriculum. Pre-service and in-service teachers, Fellows, and mentors are working as a team to take existing "hands on" science demonstrations and experiments, and incorporate them into the curriculum in a scientifically sound, pedagogically useful, safe, and cost effective manner. The project's curriculum support is in alignment with the School District of Philadelphia's standards, which are closely aligned with NCTM and Project 2061. These activities are serving to amplify and extend the current activities of Penn's Biology, Chemistry, Mathematics and Physics Departments, and the Penn Merck and PennLincs programs of the Graduate School of Education and Penn's Institute for Research in Cognitive Science. The project has established collaborative arrangements with other institutions, including the Franklin Institute Science Museum (Philadelphia's science museum) and the University City Science Center (Philadelphia's technology small business incubator), to support both curriculum and teacher development activities.