Florence (AL) Middle School has mastered the art of turning obstacles into opportunities. After dealing with changing grade configurations, years of regrouping faculty and team members, a school name change, and a move to a converted high school building, the staff and students were then asked to change from a seven-period to an eight-period day--without adding more staff members--to accommodate a separate freshman center in their space. Most middle schools would rebel, but Florence turned this challenge into an opportunity for students to receive the extra academic help and personal attention they needed. This article talks about the ABCs of learning that Florence Middle School have adopted. These highly effective ABCs include: (1) attendance; (2) behavior, and (3) curriculum. Put simply, to achieve the learning goals, students must be at school, in an atmosphere respectful of learning, with a well-defined curriculum. These ABCs are essential to Florence's success.