This paper describes Maine's high standards for all students and a model for personalizing instruction and assessment to fit student needs, thus providing fair opportunities for all children to achieve the standards. Maine's academic standards, the Learning Results, are structured in three levels: broad performance goals for all students (guiding principles); content standards in eight subject areas; and performance indicators at the PK-2, 3-4, 5-8, and secondary levels. To provide a structure for personalizing instruction and assessment, a systems framework outlines the interrelationships within a local school system among theories, methods, or tools; guiding ideas; infrastructure; attitudes and beliefs; skills and capabilities; and awareness and sensibilities. The framework is also applied to the student as an individual system. An example demonstrates how to draw on this framework to develop personalized instruction for a student with complex needs, using three planning tools: a student profile, a Personalized Opportunities to Learn template, and a performance indicator planning grid. Addressing student needs through this comprehensive planning process has implications for all levels of the educational system. A vision of the student-centered system of 2002 outlines these implications at the student level, the educator and classroom level, the school district and community level, and the state level. (SV)