This contextual IERI project will explore how to effectively scale Hands-On Virtual Physics (HOV), a tested model of distance learning with a hands-on inquiry approach to middle school physical science. The project is based on prior work that developed several units on important physical science topics through a FIPSE grant. The key objective of this project is to assess whether students learning science in classrooms of teachers who have completed HOV Physics better meet state and national science goals and standards than do students who studied under the same teacher before the teacher completed this course, and to complete the development of additional units. The distance learning component combines virtual courses for teachers with a hands-on, inquiry-based approach.