This paper presents the development of a 3-D virtual environment in Second Life for the delivery of standards-based science content for middle school students in the rural Appalachian region of Southeast Ohio. A mixed method approach in which quantitative results of improved student learning and qualitative observations of implementation within middle school classrooms are provided. The Interactive Science Lab Game found in the Teen Grid of Second Life has been used for the past year to improve the understanding of genetics (Fruit Fly Experiment) and Gallery Walk was used to improve the learning of science in grades 6 to 8. Participant teacher reactions and concerns in the use of 3-D simulations in middle school will be addressed.