The Groundwork Education in Mathematics and Science (GEMS), a continuing GK-12 project, is a partnership between the University of Louisville (UL) and the Jefferson County Public Schools (JCPS). The project partners graduate fellows from STEM disciplines with teachers in the classroom to promote standard-based reform. The continuing project will focus at the middle school level (grades 6-7). The principal investigators are committed to sustainability and institutional change. Each year the project will recruit 10 STEM graduate fellows (one of which will be supported by UL) and 10 JCPS teachers. Together the project will impact over 30 classes (with approximately 900 students). The evaluation effort will determine what effects GEMS is having on the participants; therefore, it will focus on producing measurable outcomes. The intellectual merit includes developing a job-embedded professional development program that stimulates student engagement and preparation of a cadre of teacher leaders. The broader impacts include building a model foundation for institutionalization of GK-12 like experiences in University graduate training programs.