This proposal was received in response to Nanoscale Science and Engineering Initiative, NSF 05-610, category NIRT. The objective of this research is to develop and use functionalized graphene sheets (FGS) for the design and processing of nacre-mimic layered and tabular composites. The approach to produce FGS will be through the intercalation and exfoliation of graphite. It is anticipated that such a material will perform equal to or better than carbon nanotubes (CNTs) in the design and processing of high-strength, high-toughness, and low-density nanocomposites (NCs). The proposed work aims to understand the mechanisms leading to this expansion and to produce exfoliated graphite with surface areas close to the theoretical limit. FGS will be used to fabricate polymer matrix NCs with structures similar to the layered and tabular structures observed in biologically produced nanocomposites such as the nacre of seashells. Functionalized graphene sheets combine the substantial advantages of availability at low cost with exceptional properties only matched by carbon nanotubes. Graphite (highly layered sheets of graphene) is a commodity chemical costing only ~$0.004/gm. By splitting graphite into its individual (graphene) sheets, the remarkable properties of these molecular layers will be exploited in nanocomposite applications which should result in tremendous advances in composites affecting a wide range of industries. Educational and outreach aspects of this proposal include integration with and support of outreach programs. The sum of $5,000 per year ($20,000 total over four years) has been included in the proposed budget for direct support of existing outreach activities. Outreach programs will be coordinated with existing programs (NSF MRSEC and NASA URETI) at the Liberty Science Center (LSC), New Jersey's premiere science center. The connection with LSC links the proposed program with the 30 New Jersey Abbott school districts, historically underfinanced and low-achieving districts, with majority populations of groups underrepresented in Science, Technology, Engineering and Mathematics (STEM).