This SBIR Phase I project proposes to design and demonstrate the feasibility of Trains of Thought, a novel game-based learning curriculum module to teach STEM (science, technology, engineering, and mathematics) and entrepreneurship skills to high school students. This project has significant intellectual merit. US kindergarten through twelfth grade (K-12) STEM education is falling behind global standards (National Science Board, 2007; US Department of Labor, 2007), and current educational practice is not doing enough to prepare our students to compete in the global economy. Trains of Thought explores new applications of game-based learning to this problem. The approach combines (1) proven educational research in preparation for future learning (Schwartz & Martin, 2004) and guided experiential learning with scaffolding (Hmelo-Silver, Duncan, & Chinn, 2007); (2) an existing, popular, open source business simulation video game; and (3) artificial intelligence experience management (Weyhrauch, 1996), (Roberts, 2011), (Mott & Lester, 2006) to balance educational objectives with engaging gameplay, maintaining a sense of flow. The project builds upon emerging educational research results to develop a fundamentally new methodology for game-based learning. If successful, this effort should set new standards for the use of games for teaching STEM and entrepreneurship in K-12 classrooms.<br/><br/>The broader/commercial impact of the proposed research, curriculum module, and accompanying game software can help to reverse the trend of declining US STEM and entrepreneurship education. This effect directly supports our future business leaders in driving American innovation and our nation's long-term economic prosperity. The transformative concept of effective game-based learning has the potential to reach out to under-represented demographics in STEM-based entrepreneurial businesses - including women, African-American, Hispanic, and Latino populations - by providing students new ways to engage, interact, and learn from core educational content. The knowledge gained from the proposed effort also has significant implications to the scientific and educational communities for the design and application of game-based learning. Our principles, methods of development, and evaluation outcomes may form a model for developing additional curriculum modules on a variety of subjects, therefore increasing effectiveness of US STEM and entrepreneurship education in a wider context. These results may also spur new research efforts to refine and extend our findings in game-based learning, creating more effective STEM and entrepreneurship education in future efforts.