PHOTON2 is a three-year NSF-ATE Teacher/Faculty Professional Development Project aimed at preparing high school teachers and community college faculty nationwide to offer photonics education at their institutions. The PHOTON2 team, consisting of photonics educators and adult learning experts, has created a pedagogical framework that integrates photonics content, curriculum development, and learner self-regulatory development into an active and collaborative web-based learning environment. The project builds upon a prior NSF-ATE project (Project PHOTON), whereby local teams or 'alliances' consisting of middle school and high school teachers, community college faculty, career and guidance counselors, and industry representatives from throughout New England worked collaboratively to develop photonics curricula, laboratory experiences, educational pathways, and career awareness in photonics at their own institutions. In Spring 2004, regional teams of HS teachers, community college faculty, career & guidance counselors from across the US will participate in a series of two-day introductory workshops in preparation for a one-semester web-based course (Introduction to Photonics - 4 credits) scheduled to begin in Fall 2004. Each participant will receive a $4000 custom designed optics lab kit including textbook and lab manual, a set of customized CD-ROM lab demonstration videos, assistance in securing a summer externship with a local photonics company, ongoing technical support over a three-year period, and the opportunity to collaborate with nationwide network of photonics educators and industry mentors. Up to twelve regional alliances from states including California, Pennsylvania, Texas, South Carolina, New Jersey, and others will participate in the project.