The project goals are to improve the retention rate and student attitude in Calculus I and II. The goals are being achieved by modifying the learning environment. Use of a CAS will provide students with a tool that combines visualization, symbolic manipulation, and numeric computing for exploring, verifying, and discovering mathematical relationships. The learning environment is being modified in other ways. Instead of four hours of lecture each week, students meet for three hours of modified lecture and one two-hour laboratory period. During the three hours of regular class meeting time, the instructors incorporate cooperative learning techniques, a modified spiral approach to topic presentation, and focused writing. The combination of a modified learning environment and the use of a CAS is invigorating the learning process.