Purpose: There is concern about the low mathematics achievement scores among U.S. students, particularly those with or at risk for disabilities. Nearly half of all 4th graders identified with a disability performed at the Below Basic level on the 2011 National Assessment of Educational Progress. Mounting evidence shows that students who perform poorly in early grades are likely to continue to struggle through elementary school. Thus, early interventions designed to support and adapt to the needs of a range of individual learners is vital. This project team will develop an integrated mathematics learning and assessment gaming system to foster pre-algebraic thinking among 2nd grade students with or at risk for disabilities. Project Activities: During Phase I in 2012, the researchers developed a prototype of Numbershire consisting of a 15-minute session with a small set of math activities. Twenty-four students, 13 of whom were identified as at risk for disabilities, participated in the pilot study. The research team found that the prototype functioned as intended, and that students were engaged when playing the prototype game. In Phase II, the game will be fully developed through an agile design process. The stages of this process will include pre-production (where game designers and curriculum developers define scope and sequence), production (where backend functionality and visual assets are added, and iteratively tested), alpha (where content and a formal pilot is completed), and beta (where final bug testing occurs). The researchers will test the feasibility and usability, fidelity of implementation, and the promise of the game to improve learning by carrying out a pilot study using a matched comparison of the lowest performing students in 30 2nd grade classrooms across several schools. Half of the students selected from each class will be randomly selected to play the game as a supplement to classroom learning whereas the other half will not have access to the game. Analyses will compare pre and post math scores. Product: The web-based game, Numbershire II, will include modules to support students with or at-risk for disabilities in learning 2nd grade level mathematics, as defined by Common Core State Standards, including fluency with place value ideas, foundations of multiplication, and procedural fluency with multi-digit operations. In the narrative-based game, each student will build and maintain an idyllic Renaissance-style village by applying math concepts. Tasks will include setting goals, advancing to more challenging levels, and competing for awards. The games will be motivating and engaging, and will support learners with or at risk for disabilities by providing explicit, systematic, and frequent instruction, differential learning pathways, and goal setting and formative assessment-based performance monitoring. A teacher management system will support professional development and will produce reports to guide instruction7