This project team is developing a prototype of Numbershire II, a web-based suite of mini math games for second graders with or at-risk for disabilities. The games will be set in the context of a fantasy-themed village and will adapt the level of difficulty based on individual student needs. Additionally, the project will support students in learning numbers and operations in base 10, operations, and algebraic thinking. Pilot research in Phase I will seek to demonstrate that the software prototype functions as planned and that the prototype can be used by and is engaging to students with or at risk for disabilities.