In the 1990s, the nation's educational focus turned to troubled schools in the nation's poorest cities. Under the leadership of Luther Williams, then Assistant Director of the National Science Foundation (NSF), the Urban Systemic Initiative was created to improve the teaching and learning of science and mathematics. Recognizing that high-needs schools were equally as pressing a problem in rural America as in urban areas, Wimberly Royster, an emeritus professor of mathematics at the University of Kentucky and a long-time advocate for math education, began a campaign to persuade NSF to expand its focus on mathematics and science education reform to include rural areas. In the summer of 1995, with a grant of $10 million dollars, and a charge "to stimulate sustainable systemic improvements in science, mathematics and technology education for K-14 students in 66 eligible counties using the school and its surrounding community as the focus of its effort," the Appalachian Rural Systemic Initiative (ARSI) began. This paper provides an overview of the genesis and evolution of ARSI.