STEM is an acronym that stands for Science, Technology, Engineering, and Math. STEM academies are theme-based curricula that have gained considerable attention on the national level. The intended outcome of a STEM curriculum is to raise career awareness and increase college and graduate level enrollment in science and engineering in order to ultimately restore the United States' position as a worldwide leader in technological innovation. In 2008, a group of middle school teachers in Maryland designed a STEM academy to address the achievement gap between African American and white students at their school. The founding teachers used a combination of thematic curriculum and structural redesign via a process called "looping" to create a school-within-a-school model that focused on average-performing and at-risk students. This study explores the process these teachers underwent to implement a differentiated STEM program to a diverse student body in an urban middle school.