U.S. education has experienced many waves of reform in responding to rapid changes in knowledge, technologies, and the economy. It is now widely accepted that, to succeed in the future, all young people must have the opportunity to develop critical thinking, problem-solving, collaboration, and communication competencies--often referred to as "deeper learning" skills. These opportunities can no longer be the purview of the privileged few. At the same time, disparities in students' learning opportunities present a persistent problem. Substantial opportunity and achievement gaps remain between students of color and their White counterparts and between the growing number of students living in poverty and their affluent peers. The adoption of the Common Core State Standards (CCSS), and other high-quality state and district standards across the nation, attests to the widespread agreement that all children should develop these essential skills. These new standards typically shift teaching from activities such as memorization and computation to the analytic and inquiry skills that undergird deeper learning. Fortunately, many schools and districts are rising to this challenge. This study examines a set of seven "positive outlier" districts in California in which students across racial/ethnic groups are consistently outperforming students of similar racial/ethnic backgrounds from families of similar income and education levels in most other California districts. In addition, these districts are achieving more equitable opportunities and outcomes across a range of measures. This cross-case study consolidates lessons learned from these seven districts in California during the early implementation of new standards in California. [Written with Taylor Allbright, Desiree Carver-Thomas, Eupha Jeanne Daramola, Jane L. David, Laura E. Hernández, Kate E. Kennedy, Julie A. Marsh, Crystal A. Moore, Anne Podolsky, Patrick M. Shields, and Joan E. Talbert. Additional funding from the Sandler Family Foundation. For the research brief, see ED610876.]