In this article, we describe the development of a technology-based intervention program for older struggling readers. Developed over several years, this program was based on a theoretical understanding of reading acquisition. In addition, it capitalized on pedagogical principles that can be enhanced through the use of integrated media. The end result of this R&D activity is a powerful prototypic program that has been shown to enhance the reading skills of middle and high-school students who have struggled with reading during most of their school careers.