Case Study Middle School (CS) recently received a large grant to create an elite STEM program for high-achieving students. Students in the program are engaged in deep learning experiences and achieve top scores on state tests, but there are negative feelings within the broader school community. The administration's focus on implementing STEM and celebrating its success has left non-STEM students and teachers feeling excluded and under-resourced. STEM threatens to widen the achievement gap between students who belong to the program and those who don’t. We will analyze these problems and posit solutions that allow the whole school to benefit from opportunities originally meant to serve a few.