This paper introduces and reports upon lessons learned during the development phase of the Lord Kelvin Middle School Science Program. For the past two years, a set of tools to help middle school students learn science in a way that uses the full power of today's technology has been under development. Lord Kelvin is a robust collection of science activities, organized in modules, that incorporates probeware, sophisticated simulations, multimedia support for instruction, multiple assessment components, and comprehensive reporting tools. The activities bridge the gap between traditional and high tech science. The project, funded by the National Institute of Health, joins the talents of a high tech engineering firm with experienced instructional designers to produce a unique learning experience for middle school students. (Author)