This Small Business Innovation Research (SBIR) Phase I project will develop a web-based system to deliver middle and high school instruction using dynamic models of real and complex systems, linked to engaging, multimedia simulations that meld science and social issues. At the core, the approach is to use STELLA, the premier tool for creating system dynamic models, as the engine for a server and client-based models. Unlike previous applications of STELLA in K-12 education, the proposed models will provide data and outcomes to an interactive multimedia simulation. Students will experience the power of the STELLA model through this scenario-based simulation. Lexicon Systems will also leverage the connectivity of the web by allowing multiple students to interact, compete, and collaborate within the scenario. As students work through the scenario, they can keep files and report findings using their own online portfolio. Lexicon Systems will use this technical infrastructure to create an interdisciplinary series called SimulNation where students assume the roles of countries dealing with internal challenges of growth, sustainable development, and other scientific and social issues. These students will also compete and collaborate in a multinational body modeled after the United Nations. In this forum they must address such global issues as trade, climate change, and distribution of resources. The topic of the Phase I prototype will be each country's national and global level efforts to slow global warming. In addition to dealing with the sources and sinks for CO2 such as industrialization and forestation, users will have to manipulate and negotiate the social, political, and cultural factors within and outside their country. The proffered technology will enable learning of complex problem solving, which requires rich and interesting problems. The proffered product, SimulNation, represents the melding of two powerful components; the STELLA modeling system, interpreted through a scenario based simulation, and the peer-to-peer connectivity of the web. This product and approach has the capacity to involve students in rich and interesting learning environments that represent the collaborative nature of scientific investigation and social interaction. Combining flexible models, interesting simulations, and peer-to-peer collaboration and competition opens up the kinds of learning opportunities that the web has promised but, so far, has failed to deliver