This planning project entails a partnership between the University of Central Oklahoma (UCO) Colleges of Education & Professional Studies and Mathematics & Science, the non-profit Oklahoma Medical Research Foundation (OMRF), and the Oklahoma City Public School District (OKCPS) to develop a full Robert Noyce Master Teaching Fellowship (MTF) proposal aimed at strengthening secondary school science instruction in an urban, high-need school district. The goals of the planning project have been chosen so as to develop an integrative and effective MTF proposal based on the successes of two existing programs: the Oklahoma Science Project (OSP), a model for developing teachers' content knowledge and research abilities, and the Urban Teacher Preparation Academy (UTPA), a model professional development program that builds successful strategies for teaching in urban, high-need schools. A planning team composed of representatives from the partner organizations is thus working to merge two different professional development programs with the aim of training Master Teachers so they can provide rigorous, high-quality science instruction in urban, high-need settings. In addition to identification of cost sharing commitments, the team is developing 1) criteria for the recruitment, retention, and mentoring of participants; 2) curricular and laboratory activities specifically designed to guide the professional and leadership development of Master Teachers in urban high-need schools; and 3) effective assessment strategies and other tools to be used in the MTF full proposal. An advisory board consisting of members of each partner institution, as well as an assessment consultant, is monitoring progress towards achieving the goals and objectives of the planning process. Activities of this planning project are based on the premise that peer interactions - teachers teaching teachers - are the most effective mechanisms for improving science instruction, and that urban settings with high-needs student bodies have unique challenges facing teachers that work in urban schools. It follows that Master Teachers who can return to their schools with knowledge, confidence, and leadership skills will be a powerful force for change in urban schools in Oklahoma. This planning process seeks to create such teachers and is synergistic with existing NSF funded grants at UCO that encourage mentoring practices among students and faculty, including STEP, S-STEM and REU programs, all of which support underrepresented groups.