California's implementation of the Common Core State Standards (CCSS), and its governing state role in one of the Race to the Top comprehensive academic assessment consortia, present a major opportunity to dig deeply into the challenges of fair and accurate assessment of the academic performance of its English Learners (ELs). Moreover, recent state legislation (AB 124) requires the state to revise its English Language Development (ELD) standards to better reflect the language demands found in new English Language Arts standards. This in turn requires moving to a next-generation ELD assessment based on those revised standards. How will California conceptualize the academic uses of language for its English Learners? How will its ELD standards correspond to the common core standards? What will this mean for EL instruction and assessment? California cannot afford to ignore or postpone questions of how its K-12 educational system will support these students' success. With over 1.4 million current English Learners, another 800,000 former, reclassified English Learners, and over 300,000 initially English-fluent linguistic minority students in the state (California Department of Education, 2012a), this combined group constitutes over 41% of the state's K-12 public education population. This brief contends that next-generation college- and career-ready standards signal a fundamental shift in the expectations for sophisticated language use required of "all" students. This shift has enormous systemic implications for how we assess ELs' academic performance; what ELD standards emphasize; how we instruct and assess ELD to better develop ELs' academic uses of language; how teachers instruct and students learn both language and content; and how the state can design more nuanced, responsive accountability policies and systems. In particular, this brief argues that: (1) the state should address the correspondence between its ELD standards and its content standards "strategically" that it identify and prioritize aspects of the new standards that maximize the potential of attending to and measuring language that is most relevant to academic content constructs; (2) next-generation academic content assessments must move toward gauging the use of academic language of "all" students and reporting on their performance; and that (3) educators need to shift how they provide both ELD and core content instruction so that EL students have greater opportunities to learn language through content, and to learn content using language. Before delving into these arguments, the authors first lay out some fundamental considerations that often go unstated in policy discussions regarding English learners. (Contains 1 figure and 5 endnotes.)