In this Phase II project the PI team is recruiting forty new Noyce Scholars into its current program. As with its Phase I effort, this follow-on program is drawing from the pool of recent STEM graduates. Successful Scholars earn both a teaching credential and an MA in Education or Mathematics. To meet its recruitment goals the project is expanding its recruiting base throughout the Claremont Colleges by increasing STEM faculty participation in the Claremont College Collaborative for Mathematics and Science Education (C3MSE) and increasing fellowship support. A partnership with Texas Southern University has been established to help recruit African-American students to the program. This would complement the already strong record the project has demonstrated in attracting Latino students to the program. Programmatically, the Phase II effort is introducing a Lesson Study professional development component for the Noyce Scholars. At the same time revisions to the existing teacher education curriculum are also bringing in Lesson Study practices and new strategies to strengthen the development of pedagogical content knowledge. The project retains its interest in producing new teachers for both middle and secondary schools in mathematics, biology, chemistry, and physics. Finally, the investigating team is conducting a longitudinal study to examine the following questions regarding the earlier Phase I and new Phase II cohorts: 1) What factors contribute to attracting high quality STEM graduates into teaching? 2) What factors contribute to retaining high quality STEM graduates in teaching? and 3) What factors contribute to the teaching success of fellows, as measured through career success and supervisor evaluation? Institutions collaborating with Claremont Graduate University are the five Claremont Colleges: Harvey Mudd College, Claremont McKenna College, Pitzer College, Scripps College, and Pomona College.