The Tornado Takeover Workshop consisted of participants from McNabb, Morgan, and Clark Elementary Schools. This idea was birthed from a meeting of 4-H agents, and GT Teachers. The goal of the program was to instill & foster leadership skills in current 5^th graders. These students will be attending middle school next year, and we wanted them to be able to function in leadership roles, as well as secure positive relationships with other youth prior to middle school. The workshop consisted of 16 youth meeting at the Extension office, 3 times over the months of January-March. Participants worked in groups with kids form other schools, to complete task and problem solve. These 3 hour sessions were filled with high energy activities (led by 4-H agents), inspirational quotes, encouraging words, and positive peer interaction. There was also a Pen Pal component integrated. Each participant was paired with a youth from a different school. They were encouraged to set a friendship foundation with their pal so that they could serve as a source of support once in middle school. The last session was unique due to us brining in guest speakers to provide information on middle school and higher education. This was done by providing 2 panel discussion sessions. The first session consisted of 3 West Kentucky Community and Technical College students. These students were natives of Paducah, and 2 were athletes. Workshop participants submitted questions about college ahead of time. The questions were anonymously presented to the panel for answering. Topics ranged from choosing majors to food served in the cafeteria. The panel answered each question honestly, and provided a realistic view of higher education. The second panel discussion session consisted of 13 Paducah Middle School Teen Ambassador students. Topics ranged from the level of homework in middle school to extra-curricular involvement opportunities. The middle school students ate lung with the workshop participants so that they would be able to recognize familiar faces on the middles school campus. All workshop participants were engaged in each session, and many broke out of shells and adopted leadership skills. This program was a success, and it is our goal to offer the workshop on an annual basis.