This chapter describes classroom design for the organization of instructional activity that builds communities of learners. These classrooms are characterized by a shared value system that promotes interaction and relationship for the purpose of achieving teaching and learning Excellence, Fairness, Inclusion, and Harmony for all students. Teachers at every grade level must increase the rate and quality of all students' participation in complex tasks, such as real-world problem solving and extended discourse about content concepts, using today's technology tools to achieve significant academic gain. Subject matter also affects the design of instructional activity. The nature, sequence, and structure of knowledge are different in mathematics than in history, and tasks in one content area lend themselves to some kinds of products more than others. The chapter presents a developmental model of classroom organization in five phases. The prescription for variety of persons and roles can be achieved only across several activities, several Frames of instruction, and even several weeks or months.