The broader impact/commercial potential of this Small Business Innovation Research (SBIR) Phase I project is to significantly reduce Calculus failure rates. Success in Calculus is a prediction of persistence in STEM degree programs; but many students do not successfully complete Calculus courses. This reduces graduation rates and restricts hiring into STEM careers. Ultimately, this barrier impacts the Presidents call for one million more STEM graduates. When playing Variant, a 3D educational game, students are drawn into an interactive world and gameplay. The game allows students to develop a conceptual understanding of Calculus without reliance on definitions, terminology, formulas, and calculations, via a heuristic, experiential learning environment. Variant assists learners in grasping core concepts in Calculus, which ultimately leads to higher persistence, retention, and graduation rates in STEM degrees. The proposed project is focused on developing the Variant games series for higher education and secondary (grades 9-12) Calculus. Unlike current games and homework platforms that rely on repetitive drills or address lower level mathematical concepts, Variant presents complex experiential explorations. Variant differentiates itself from other games in terms of educational rigor and its 3D environment, that allows students to be more engaged and immersed when learning Calculus content. A stealth assessment will be integrated within the game system to provide real-time feedback and inform development of the instructor portal. Without interrupting the game experience, the stealth assessment measures a players knowledge gain and validates gameplay as a measure of achievement of the student learning objectives.