The National Science Education Standards (NRC, 1995) recommend that science courses should foster curiosity and critical thinking. Students should be guided to USE scientific knowledge and ideas in extended scientific inquiry to answer their own questions. Within that pedagogical framework, students need to master the fundamental concepts and processes of life, physical, and earth sciences and should understand the role of science and technology in society. The overall objective of this project is to provide a series of learning experiences that fully engage the curiosity and enthusiasm of future K-8 teachers while they develop the ability to understand and use scientific knowledge and concepts to answer questions. An additional goal is to help students discover that math is essential to accurately describe what they see, hear, or measure. To help future K-8 teachers understand scientific concepts and processes and develop critical thinking skills, all of our classroom, lab, and field activities involve student participation and shared responsibility for the specific questions to be addressed. Computers and interactive software will be used to help students answer "what if" questions about things they cannot see easily, such as atomic structure, chemical bonding, genetics' and some aspects of cell biology. Computer software will also provide alternate modes of self-assessment to foster student understanding. Most importantly, we have developed a series of lab/field research modules that 1) are rich in disciplinary and interdisciplinary subject matter content; 2) can be adapted "on the spot to address whatever questions students formulate; 3) use instrumentation of varying sophistication; 4) require mathematics to describe data; 5) help students appreciate the scientific process and the relation between technology, science, and society.