This report describes a school district that has managed to use state mandated standards, accountability, and interventions to nearly eliminate the achievement gap between advantaged and disadvantaged students and to do so without sacrificing students on the altar of test scores. Frenship Independent School District, Texas, serves approximately 5,300 students from 2 counties in 1 high school, 1 alternative high school, 1 junior high school, 1 intermediate school, 4 elementary schools, and 1 disciplinary alternative elementary education program. The demographic breakdown shows that the population is approximately 24% Hispanic, 4% African American, and 72% Anglo. A look at the reasons for the success of this school district, using data from multiple sources, reveals eight characteristics contributing to the district's success: (1) leadership; (2) shared decision making; (3) commitment to professional development; (4) emphasis on family involvement; (5) alignment of curriculum and instruction; (6) integrated technology; (7) accountability; and (8) early interventions and alternative schooling. This school district has accepted that change and improvement are ongoing. They have found what is best for their students, and they are doing it. (SLD)