This SBIR Phase I project is designed to address the dramatic drop in US student proficiency happening in the middle school grades. Seen across years of international test data, this drop highlights the urgent need to prepare students for success in the math classroom. Without a solid foundation in math, US students cannot succeed in science, technology and engineering. They will be less likely to graduate high school, will struggle to succeed in college, and are at risk of being left behind in a global economy. Many look to technology to address this challenge - but the 22 million US students struggling in mathematics do not need yet another virtual tutorial, online lecture or more practice time on a computer doing textbook-based math problems. What they need is a simulator. A comprehensive simulator where they can see, hear and experience just how math works - and why it matters. This project would develop an innovative product that delivers interactive video challenge math problems, aligned to Common Core State Standards for 5th through 8th grade mathematics, into any classroom. This product will use a complex programming system and codebase to allow teachers to collect student data and responses to complex math problems that result in functional output, accepting rapid real-time responses from multiple student devices, that can range from computers to mobile phones, in a low-bandwidth environment. Within the product, teachers generate tasks and challenges for students; students would grapple with multi-step problems and provide answers, with the teacher maintaining ultimate control over what is shared out with the classroom as a whole when the simulation is played out. Student data and responses are captured and are connected directly to a robust learning management system. The product is anticipated to be highly effective by providing students with an opportunity for Productive Failure (PF) prior to instruction; PF shows a higher effect size for both conceptual learning and transfer to novel situations than typical approaches where instruction is provided first. The Phase I project will conduct preliminary research using an experimental design to determine effect size of student growth from use of the intervention on a single CCSS standard.