As the world changes, education must also change. People can no longer afford to rely on a 19th century or even a 20th century education system any more than they can afford to rely on 19th century transportation, communication, or medical systems. This author discusses the obligation of educators to foster for their students the knowledge and abilities the students need to be successful in a future radically different from the past. The author contends that it does not take a crystal ball to predict what abilities their students will need to be successful in their near future. Clearly, the students will continue to need a strong foundation in the classic "Three Rs:" reading, writing, and arithmetic never go out of style. The author stresses that educators need to look to fundamental processes of learning, rather than to discrete facts, as they strive to define successful preparation for the future. As Friedman (2005) stated in his groundbreaking work on the global realities of a flat world, "Knowing how to "learn how to learn," will be one of the most important assets any worker can have." Here, the author discusses some processes that learning how to learn entail. He offers some suggestions on how to engage and motivate students more fully. He also discusses an approach to middle level curriculum design that would go a long way toward remedying the problems and shortcoming of the current education system.