The purpose of this study was to explore middle school students' perceptions of what factors facilitated their learning of science. Between 50 and 60 high-achieving middle school students were in residence on the University of South Florida campus for 12 consecutive days of study in the "World of Water" program. There were two sessions per summer for the past five years totaling 572 participants. Eight specially trained teachers were in residence with the students. Between 50 and 70 experts from the university, government, and business/industry interacted with the students each year in an innovative science/technology/society program. A written assignment toward the close of the program had students reflect on their experiences in residence at the university comparing learning in the program to learning in their schools. These essays were the base for this study. Document review, participant observation, and open-ended interviews were used to gather and triangulate data in five phases. A theoretical model suggesting ways to combine a variety of approaches to curricula, instructional designs, delivery modes, and teachers' behaviors that could help middle school teachers build those factors that facilitated the learning of science into school science courses was generated. (MVL)