In today's education system, too many students do not see the value in education or are not motivated to excel. My project seeks to answer a few questions: why are some students not motivated in school? How can we change the way we teach to motivate students? To address both of these questions I will be exploring two closely related concepts-- grit and growth-mindset. Grit is defined as passion and perseverance for long-term goals despite setbacks. A student with a growth mindset sees their intelligence as a skill to be honed, not something they born with. In my project I seek to establish a correlation between grit, growth mindset, and academic achievement. Additionally, I will explore how to create a classroom environment that will encourage these traits. This will be done by analyzing pre-existing data from other researchers. To test my theories, I will go into middle schools and give students a test to determine if they have a growth or fixed mindset (students who believe that their intelligence is unchangeable). I will work with the students who have a fixed mindset to help them develop both grit and a growth mindset by giving them a series of exercises and lesson plans. I will track their progress through qualitative and quantitative data to see if my lessons are effective. By instilling these values in children early in their academic careers, we are fostering future leaders.