This report pays tribute to the National Science Foundation's (NSF) Rural Systemic Initiatives (RSIs), an investment of more than $140 million to improve mathematics and science education in some of rural America's most impoverished communities. The report illustrates the impact of NSF's RSI program on a national scale. Each RSI planned a project consistent with the six NSF drivers for mathematics and science reform, and then implemented the project within the context of local rural schools and communities. The report highlights the results and successes experienced by selected RSIs. Information is drawn from material submitted to the authors by leaders of RSI projects. A common theme among the exemplars highlighted in this report is the need to understand contextual circumstances and implement strategies that are considerate of these realities. Major sections include RSI impact on teachers and teaching, impact on students and learning, example RSI intervention strategies (models of change), 22 lessons learned, and concluding thoughts. The examples illustrate the kind of capacity building that is necessary to implement educational improvements in mathematics and science education in high-poverty areas of rural America. The intention is not to claim that all RSIs may have achieved the same successful results, or that only the RSI effort caused the results. The authors strive to demonstrate the impact that is possible when an investment of human and fiscal resources is intensely focused on improving mathematics and science education in rural areas. The RSIs' legacy of leadership and lessons learned gives reason to believe that rural America, even in places with persistent poverty, has the potential to adapt to the educational and economic challenges ahead--if education reformers build on the experiences and leadership capacity for change illustrated in the report. Otherwise, a one-size-fits-all reform approach--inconsiderate of realities in communities and schools in rural America--is unlikely to inspire the leadership, local ownership, and persistence necessary to change the status quo. Moreover, both children and communities in these impoverished rural areas will be left behind. A bibliography is included. (Contains 11 figures and 15 tables.