This article describes Project Athena, a Javits program funded by the U.S. Department of Education and developed through the Center for Gifted Education at the College of William and Mary. Project Athena seeks to find ways to help impoverished children develop advanced skills in reading comprehension, literary analysis, and persuasive writing. Its goals are to: (1) implement, refine, and extend research-based language arts curricular units of study in grades 3 to 5; (2) develop and implement professional training models for teachers, administrators, and broader school communities; (3) develop and implement instrumentation sensitive to low socioeconomic learners for the purpose of identification and assessment of learning; and (4) conduct research on short term and longitudinal student learning gains, as well as the mechanisms that promote the institutionalization of innovation through scaling up. Project Athena has collected both longitudinal and cross-sectional data to document learning effects and plans to conduct case study research on the most and least effective schools. Now in its fourth year of operation, the project has two years of data suggesting that the emphases of the curricula are beneficial to students from Title I schools in three states that have been identified as gifted, those identified as promising due to strong reading ability, more typical learners, and some special education students. Two-year findings on both student learning and teacher learning are summarized thusly: (1) Experimental students did significantly better than control students in both critical thinking and comprehension; (2) Gender differences were minimal; (3) All ability groups and ethnic groups registered significant growth gains from using the curriculum; (4) Experimental teachers scored significantly higher on both the frequency of use and effective use of differentiated strategies across both years; and (5) Experimental teachers who had used the curriculum for two years and received commensurate training demonstrated significantly enhanced use of differentiated strategies over first-year experimental teachers. It is noted in conclusion that developing the literacy of impoverished children is possible through a systematic approach that involves high-powered curriculum wedded to the use of powerful teaching and learning models linked to multiple modes of student assessment to gauge the extent of accrued learning. (Contains 1 figure.)