This Phase II Noyce project is continuing to enhance secondary mathematics and science teaching in the San Bernardino City Unified School District (SBCUSD. The project is building capacity by including a new component focused on supporting mentor teachers. The plan is to create a cadre of teacher leaders who are capable of not only mentoring the Scholars and newly hired math and science teachers, but who also serve as school-based leaders to support the ongoing improvement of instruction in math and science. The pool of SBCUSD mentor teachers is expanded by recruiting and preparing Noyce teachers to serve in this capacity. The project's research agenda examines mentor and mentee conceptions of mentoring to assess how these conceptions influence the practice and processes of mentoring. A second area of expansion creates a shared set of online resources for the Scholars and teacher mentors through MERLOT Noyce Voices, with Scholars taking the lead in creating online portfolios they can use for their credential process. Not only does this phase II project aim to recruit and retain 20 new mathematics and science teachers, it is also implementing a sustainability plan that regularizes core components of the teacher preparation program and creates partnerships with private sources to support sustainability.