Middle school students want to be everywhere and do everything at the same time. Despite theo ries that state a body cannot do everything at one time or be in more than one place at one time, middle school students appear to prove both of these theories false. Middle schoolers seldom walk any where, yet they do not run. They travel en masse from class to class. They enter their homerooms three seconds before the bell rings and have the uncanny ability never to be late. They have discovered they can apply this same principle of movement to arriving at their classrooms and the cafeteria on time. Their school days are full of pur suits of social encounter among academic activities. To these pursuits, middle schoolers add interscholastic and intramural athletics, group and individual instrumental lessons, chorus practice, foreign language instruc tion, youth groups, religious instruction, and a paper route to their busy days. The end products are typical middle school chil dren whose plates are full to nearly over flowing. As we begin to believe that middle school students do not have room on their educational plates for another morsel, another entree is brought to their table. The entree that may be introduced is the fact that sixteen percent of these students in the Manheim Township Middle School are determined by the criteria established by the Pennsylvania Department of Education to be in need of even greater academic chal lenges. This additional entree is the one that could cause the heads of the school's princi pals and teachers to spin. As students chose to become involved in a multitude of school and community activities, providing these additional academic challenges to identified gifted students has always been demanding at the middle level especially if there are few study halls included in the building's mas ter schedule. The administration and gifted educa tion staff began to address the issue of pro viding services to the school's identified gifted population of 175 students out of a total enrollment of 1075. To develop the first prong, we examined the programs in the building that addressed the individual needs of students and coexisted with the master schedule. We followed the inclusion model that was being used to address the needs of learning disabled students where content area teachers working collabora tively with special education teachers deliv ered instruction to our learning disabled population who were included in the school's general population. In that this model had proven successful with our spe cial education students, the same delivery system became the first prong of a three