In order to address the gap in AP participation and exam performance between minority and low-income students and their non-minority peers, a model program is being developed in conjunction with Virginia Beach City Public Schools through a grant received at the University of Virginia by Drs. Carolyn Callahan and Holly Hertberg-Davis. This program focuses on increasing learning and performance on AP exams while encouraging college aspirations and application for low-income and minority students. The program consists of a system of support structures for these students, including a summer AP preparatory workshop; counselor-led, weekly lunch meetings; organized peer and teacher-led study sessions; and on-line supports and resources. Teachers and counselors will focus on the development of necessary background skills and content area knowledge crucial for student success within AP courses. Our purpose is to challenge, support, and inspire students to reach their full potential.