In 2003, The Nation¿s Report Card for educational progress showed that thirty-seven percent of fourth graders could not read at the most basic level. Further, poor readers are notoriously ¿disengaged¿ - they do not have the desire to read. These students need explicit instruction to improve their reading comprehension skills; however, few programs are available to older students and the available programs are often uninteresting or too difficult. Research suggests that long-term reading improvements come about through a balanced program, developing both reading competencies and intrinsic motivation. In Phase I of this multi-phase SBIR project, Active Artz will create and validate an instructional curriculum designed to instill the most successful reading strategies and motivate poor readers to become engaged readers. This content-based curriculum will be tested using fourth graders, identified as poor readers and chosen from a multicultural, low SES population. Formative testing will involve pre/post-test measures for reading comprehension and motivation using standard instruments. Curriculum material will be tested over a four-week trial. Data analysis will include descriptive statistics and t-test for correlated means. The objective is to demonstrate that this content-oriented, researchbased instruction has the potential to aid older, struggling readers and improve intrinsic motivation to read.