Middle-grade students in the Southern Regional Education Board (SREB) states trail their counterparts nationally, and increasing numbers of students are unprepared to do high-quality work in high school. In response to this situation, SREB and its member states formed a middle-grades consortium and developed a 10-point comprehensive improvement framework embodied in this guide. The guide's goal is to raise the academic achievement of all middle-grades students and to increase the percentages of students at the "basic" and "proficient" levels defined by the National Assessment of Educational Progress. Areas of emphasis include a challenging, coherent academic core curriculum delivered in ways that engage all students in learning; high expectations reinforced through quality extra help for students and professional development for teachers; and a guidance and support system for students and families demonstrating that "every student matters." Steps are described for presenting a vision for change, characterizing a rigorous curriculum, identifying practices that need to change, selecting improvement priorities, developing and implementing an improvement plan, and creating a climate for continuous improvement. An action-plan format, sample action plan, and plan-implementation checklist are provided at the end of the guide. (RT)