The Memphis Urban Systemic Initiative (MUSI) utilizes mathematics and science education reform as the vehicle for system-wide improvement by initiating new policies and practices that focus on academic content, graduation requirements, quality teaching and resource reallocation and development. The MUSI will employ the following strategies: (1) the use of site based management; (2) focusing the City's educational resources on the Urban Systemic Initiative (USI) plan; (3) aligning policies with USI goals and strategies; (4) customizing professional development; (5) establishing broad and diverse community partnerships; (6) raising expectations for student performance; and (7) increasing the rigor and quality of curriculum and instruction. The Memphis USI seeks to realize its vision in the challenging context of today's urban schools, a context characterized by increasing violence, socio- economic inequities, and over-taxed social service systems. The completion of a broadly supported and very promising citywide USI plan have raised optimism that the USI will be the force that moves the reform effort.