This article summarizes how the components of the Schoolwide Enrichment Model were used to dramatically reduce the achievement gap in a school with a high at-risk student population. The theories of enrichment and instructional differentiation replaced an existing remedial paradigm and a strength-based methodology was embraced by the school community. The school improvement process that included an analysis of all aspects of the community provided a clear direction for this innovative approach to enrichment teaching and learning. Staff development was essential to the success of all new initiatives and teachers were provided with training, modeling, coaching, and planning time. The enrichment concepts that were presented and implemented are provided herein through authentic illustrations and anecdotal information.