This project team is developing a prototype of a web-based pre-algebra math game for middle school students for use on tablet and personal computer platforms. The game, called Empires, will be story-based, strategic, and will enable peer-to-peer interactions. The games will be integrated within classroom practice. Pilot research in Phase I will seek to demonstrate that the gaming prototype functions as planned, teachers are able to integrate the game within the classroom instruction, and students are engaged by the prototype.