The author of this article observes that sometimes educators are so overwhelmed by the needs of struggling learners that they believe they do not have time for the gifted, talented, high achieving, and high potential students. However, those students are just as desperate as any other students for good teachers to help them progress. Middle school is a turning point for them, too. The author describes how schools can be structured in many ways to meet the needs of these top students. Her suggestions include pre-assessments through administering an interest inventory or a learning styles inventory at the beginning of the school year; differentiating instruction through tiered assignments; creating menus of choices for learning activities; and utilizing orbital and independent studies. Online courses at both the high school and college levels for advanced learners are also options. The author cautions that differentiation is an approach to teaching and learning, not just a strategy.