Teams of teachers from four middle/junior high schools, in collaboration with faculty from the University of New Hampshire and consultants from the New Hampshire State Department of Education, implemented systemic changes in the teaching of mathematics and science. The curriculum goal was to design, adapt, implement, and evaluate hands-on, inquiry-oriented integrated mathematics and science units. Adolescents, teachers, professors, alternative assessments, national standards, and integrated curricula were wound together in a collaborative approach. This paper describes project expectations, changes brought about by the project, the project's basis in constructivist pedagogy, redefinition of participants' roles, teacher empowerment, student empowerment, conditions of change, recognition of growth and change, the community of learners, and the products of change. (Contains 17 references.) (JDD)