Within middle school classrooms a diverse body of students require specialized instruction and science teachers with unique abilities to implement a reform-based science curriculum. To achieve the goal of success for all, students who are English language leaners and with exceptionalities, such as learning disabilities, and emotional and behavioral disorders, are often assigned paraeducators to support science learning. However, professional development often focuses on immersing paraeducators through a broad model of curricular modifications and general support strategies. This study reports findings of a three-year professional development project for middle level science teachers and paraeducators designed to increase science conceptual understanding and inquiry skills development. The overarching goals were to: 1) increase middle level science teachers ability to explain science concepts, and 2) develop paraeducator's ability to directly assist in delivering inquiry-based science for students with Individualized Educational Plans identified with learning disabilities and emotional and behavioral disorders. A total of 13 science teachers collaborated with 11 paraeducators to identify practices impeding reform-based science instruction, address misconceptions, and modify delivery of instruction and assessment. The model for collaborating with science teachers enabled paraprofessionals to experience science as inquiry and expand their understanding of the vital role paraeducators have in supporting science learning. This mixed methods research design utilized data collected from the STEBI-A [and modified version for paraeducators], RTOP, and reflective journals to determine project impact. Analyses of the data reveal change in conceptual understanding, perceptions, and methodologies by which teachers and paraeducators collaborate to implement science instruction. The model demonstrates strategies for shifting the paradigm of paraeducators as silent partners to active participants in teaching inquiry-based science in middle schools.