This Small Business Innovative Research (SBIR) Phase II project continues development of a major improvement in the cost-benefit equation of learning computer programming. The approach integrates a new programming paradigm particularly suited to real-time, high-interactivity applications, with advances in program liveness and visualization, and game-based learning of essential concepts and skills. The strategy is to draw learners onward and upward through continued creative empowerment, while also facilitating more direct engagement with the core intellectual content of computer programming. The research objectives of this Phase II project address: 1) continued language development, 2) creativity toolset development, 3) development of learning games, 4) a learning environment architecture with an underlying model of learning pathways, and 5) evaluation activities including measurement of learning outcomes. If successful, this Phase II project will lead to products that will engage over half a million learners in mastering fundamental computational topics and bending them to creative purposes, thereby addressing the following major national priorities: - workforce preparation and technological fluency; - rebuilding computer science enrollment and retention at the college level; - alternative, hands-on pathways into algebra and mathematics for students who struggle with traditional instruction; - cultivating technology-based creativity among young people