For the US to compete globally in science technology engineering and mathematics dramatic improvements must be made in the problem-solving and higher order thinking skills of our youth and more under-represented minority students must be encouraged to pursue careers in these fields. This project addresses those issues at the beginning of the student pipeline elementary school by testing the following hypothesis: Scientific literacy and development of higher order thinking skills will increase in third grade students taught basic biological concepts using immersive inquiry-based digital learning environments that integrate mathematics and English & language arts learning objectives. This will be achieved by creating field-testing refining and evaluating interactive inquiry-based digital learning environments in which students explore the basic structure function and integration of the body’s systems in health and disease. To engage the students in the learning process a combination of 3D models animations and embedded assessment items will be incorporated into these learning environments in which the students will explore the organ systems of a healthy cat and then an obese cat with diabetes. In doing so the students will be exposed not only to normal components of the body but also will have the opportunity to see first-hand the deleterious effects of obesity and diabetes. As these environments are developed our team will work with the teacher partners to create curricular materials that can be applied to the students’ mathematics and English & language arts lessons. To determine whether this approach significantly improves student performance self-efficacy and attitudes towards science we will compare the results obtained with those from an equal number of students taught using traditional methods. During the first three years of this project when the learning environments are being created and field-tested we will involve approximately 150 undergraduate science students at the University of Georgia who are participating in a well-established science outreach partnership program in which they work with elementary school teachers in schools having high proportions of under-represented minority students. Our ethos for developing these learning environments is as follows: problem solving is a skill skills can be honed through practice and the keys to solving problems and developing higher order thinking skills are scientific practices. Over this five-year project 1830 third grae students and 27 third grade teachers will participate and the use of a logic model in the design of this project will ensure appropriate measurable outcomes that will add significantly to the paucity of information currently available regarding the effects of technology on achievement in science mathematics and English & language arts in elementary schools.