Physiology Understanding (PhUn) week is the American Physiological Society outreach program looking to motivate K-12 students to choose science programs as their higher education path. In the past 5 years, we have developed a series the PhUn week activities from theater-like presentations to high technology hands-on experiments showing how physiology can be integrated to the science curriculum or promoting health care careers. These activities were performed in the Wabash Valley, IN, area and involved 50 to 100 K-12 students with 8 to 30 college-aged facilitators (undergraduate and graduate). This year, we had to re-create PhUn week from scratch. New institution (The University of Texas at El Paso), new city (El Paso, TX), and new school district (El Paso Independent School District). No direct access to undergraduate and graduate students, except of one senior PhD (FM-A) and one freshman undergraduate students (JR). Therefore, we had to start with basic PhUn week 101. First, find a community partner within the school district. Found it at Dr. Hornedo Middle School's 6th grade science teacher (CS) and a class of 24 children. Second, recruit undergraduate students willing to dedicate 15 to 20 hours in training, design, and execution within 4–6 weeks. Six students were recruited from the Bachelors in Rehabilitation Sciences. Third, design a production plan, which will start with a hierarchical model to evolve toward a ‘flat organization model’. The PI and PhD student trained JR in PhUn week purpose and use of applied technology (i.e. Biopac MP40). Then, JR trained all other 6 undergraduate students. Once they were all trained in Biopac MP40 use, we had 2 meetings for brainstorming and PhUn week activities design. The design of 3 hands-on activities was decided horizontally, within our flat organization. The outcomes were successful in many levels: at the school level, children were able to collect data in different physiologic responses (i.e. electromyogram, electrocardiogram, and reaction time) that was used within their science curriculum; at the undergraduate level, students were able to reinforce their social responsibility mentoring school-aged children as role models for a successful college career; in addition, undergraduate students were able to analyze some of the data and produce 2 abstracts for PhUn week workshop at Experimental Biology; finally, they are all already registered on a UTEP undergraduate science course to explore new career paths within the STEM field; and at the Gurovich Lab level, we confirmed that PhUn week is not only fun but tremendously rewarding, as you can change lives and minds of younger generations. Support or Funding Information This work was partially supported by the National Institute of General Medicine Sciences of the National Institute of Health under linked Awards Numbers RL5GM118969, TL4GM118971, and UL1GM118970. This abstract is from the Experimental Biology 2018 Meeting. There is no full text article associated with this abstract published in The FASEB Journal.