This slide show describes the year-long Virtual World Builders Academy, developed by Rich White Greenbush Educational Service Center for rural middle school students of leadership potential. These students learned STEM subjects through inworld collaborative activities in OpenCobalt, OpenSim, EduSim and also used Scratch, MyAvatar and other communication, building and drawing tools, as well. Some guidelines are presented for doing inworld STEM with middle school students, based on teacher and student feedback and focus groups.