More than a decade ago, no one held out much hope for the poor, immigrant children at Kennedy Middle School. Nobody thinks that now. This article presents how Kennedy Middle School transformed and beat all the odds to be a "school to watch." In many ways, Kennedy Middle School has become a model of middle-grades improvement. Test scores, though still inadequate and recently targeted by the state for improvement, have been rising steadily, despite most of the students' language barriers and deficient preparation in schools in their native Mexico. Attendance is consistently around 97 percent. Classes are at the same time lively and orderly as students focus on rigorous lessons, in English. Teachers have a thorough grasp of each child's progress, aided by the pages of individual and group data compiled in neat white binders. Parents interact with teachers and staff members regularly, both on campus and in students' homes, in spite of the embarrassment it might cause their adolescent children. The transformation at Kennedy illustrates how schools facing some of the greatest challenges can rise above them with strong leadership, the support of teachers and parents, and an extended, continuous effort.