A common dilemma of first-year college chemistry is that the needs of diverse student populations are not being met by the traditional instructor focused classroom. At College of DuPage, Oakland Community College, and Oakland University this diversity includes ethnicity, age distribution, aptitude, science background, and learning styles. In this project, classroom time is being used to help students develop conceptual understandings that incorporate the ability to view phenomena from multiple perspectives. Classroom activities stress active learning and scientific exploration. Topics and methods are used that reflect contemporary science integrated with the personal experiences and interests of students. Interactive-multimedia materials, showing synchronized multiple representations of chemical species and phenomena, are being developed and used in classrooms and by groups of students. A sense of ownership of new materials and commitment to their use is being developed by involving faculty, from all institutions, in their selection, design, development and evaluation. Student versions encourage group learning and exploration. Training workshops are aimed at assisting faculty in implementing the multimedia materials in manners that promote more active learning environments. Evaluations assess: 1) changes in classroom pedagogy, 2) achievement gains of students, and 3) changes in students' attitudes toward science. Project products will be nine multimedia modules, student versions of each module, training workshops and their support materials, assessment materials and research analyses of the effectiveness of all products.