Minority enrollment in the geosciences has plummeted from 7 to 2 % over the past decade. Much of this decrease can be related to little or poor exposure of minority students to geosciences prior to high school and a lack of geoscience role models. South Carolina has some of the lowest K-12 science competency scores in the Nation. Thus, South Carolina is an excellent testing ground for programs that seek to increase geoscience diversity and exposure at the K-12 level. The goal of the program is to expose, excite and increase minority student participation in the geosciences using an afterschool program called ScienceQuest (SQ). University of South Carolina graduate students in science (team leaders) work with three to five 6 th grade at-risk students (have a high probability that a student will fail academically, and/or drop out of school) in exploring a geoscience-related topic. Teams meet each week over a period of 10-12 weeks at Hand Middle School, an inner city school located in Richland District 1. SQ projects culminate in the development of an on-line website www.geol.sc.edu/cbnelson/ScienceWeb/index.htm). Since the inception of the program in 2002, over 40 Masters and Doctoral graduate students and 70 middle school children have participated. The major goal of the award is to continue the SQ after-school program and to expand it to include more 6 th grade students in other inner city middle schools. The program will increase minority student science test scores and the number of more rigorous (geo)science courses both offered and taken in high school. Secondary goals include exposure of graduate students to outreach activities, the development of hands on activities involving graduate students' own research, increasing the number of qualified science Teachers (via graduate students who decide to become K-12 teachers), and increasing the use of geoscience activities and equipment in Middle School classrooms.