Gifted underachievement represents a frustrating loss of potential for society. Although attempts have been made to develop interventions to reverse gifted underachievement, the theoretical underpinnings of these interventions have yet to be empirically validated. The purpose of this study was to investigate the validity of the Achievement-Orientation Model for gifted middle school students. Based on a sample of 156 gifted sixth- and seventh-grade mathematics students, results of the current study suggest two unique clusters of gifted students, those whose attitudes toward each of the model's constructs are positive and those who attitudes are not as positive. Furthermore, results of a path analysis demonstrate that most of the relationships posited by the model do appear to exist. The findings of this study suggest that the Achievement-Orientation Model may hold promise for the development of interventions to address gifted underachievement.