This collaborative project is applying the approach of Process Oriented Guided Inquiry Learning (POGIL), which has been successful in chemistry, to undergraduate pre-calculus and first semester calculus courses. The team's work is guided by three main goals: i) to create new POGIL learning materials for pre-calculus and calculus where reform will have a large and visible impact; ii) to develop faculty expertise within the mathematics community to implement these new materials by presenting math-specific POGIL workshops at national mathematics meetings and POGIL summer workshops; and iii) to conduct in depth research on undergraduate mathematics education by implementing a case study design to examine learning in POGIL MATH classroom contexts. Several factors contribute to the strong intellectual merit of this project. First, the PI team brings together combined expertise in (1) authoring high quality POGIL chemistry activities; (2) curricular innovations in mathematics; (3) mathematics education research; and (4) evaluation. Second, the POGIL Project's National Office is lending support in training and dissemination. Moreover, because POGIL is a nationally tested and proven pedagogical strategy based on research on how students learn, classroom materials generated as part of the proposed project are expected to generate results in mathematics similar to those in chemistry: a) improved student learning; b) decreased attrition (especially among underrepresented minority students); c) improved attitudes toward mathematics; and d) increased faculty adoptions. The project is exercising its broader impact in several ways. First, the case study design of the project's research component is informing the mathematics community about how POGIL activities can challenge student misconceptions in calculus as identified in the mathematics education literature, as well as how classroom context affects implementation of POGIL activities. Second, the materials developed in this project are being classroom tested in diverse settings, both by the authors and by beta-testers, hence increasing the potential transportability of these POGIL mathematics activities to any faculty member's classroom. In addition, several of the institutions directly involved in the development of the POGIL calculus materials have large percentages of underrepresented students taking calculus, and thus any curricular change is in the position to have a significant impact on retention of minority students and women. Finally, the variety of institutions both in the collaborative and among the pilot test sites are expanding the network of POGIL experts, spanning a variety of post-secondary institutions, regions throughout the U.S., and disciplines, thus having a potentially transformative effect on mathematics instruction in the undergraduate STEM education community.