One of the most intractable problems facing urban schools is the low performance of middle school-aged children. This is particularly true for the 13,360 students who attend the Baltimore City Public School System's (BCPSS) traditional middle schools, which serve only 6th, 7th, and 8th grade students. Not one of these 21 middle schools met adequate yearly progress in 2006; seven were targeted for State takeover in May. The System has responded largely by expanding the number of K-8 schools and closing some middle schools. Yet, due to the configuration of City school facilities, not all middle school students can be accommodated in K-8 schools. BCPSS must fully address the question: What does it take to make middle schools places where children in 6th-8th grades can succeed? Two anomalies in the disappointing landscape of City middle schools, KIPP Ujima Village and The Crossroads School, are obvious case studies. Opened as Baltimore City "New Schools Initiative" schools in fall 2002, both schools had highly-motivated founding principals and operating organizations. KIPP is under the auspices of the non-profit KIPP (Knowledge is Power Program) national network of schools and Crossroads is affiliated with The Living Classrooms Foundation. The schools used a phase-in model, expanding by one grade level each year. In fall 2005, both schools converted to Charter School status, partly due to the promise of increased per pupil funding. To date, performance of KIPP students exceeds that of all City middle and K-8 schools; KIPP's students are among the top performers in the State. Similarly Crossroads' students have higher levels of performance than students in the City's middle schools and most K-8 schools. One could argue that two other new and charter middle schools, The Stadium School and Connexions, also deserve further investigation. The success of KIPP and Crossroads raises two questions. First, can the models used by KIPP and Crossroads be used to educate all or a significant number of the Baltimore's remaining middle school population? If not, are there practices used by these two schools that could successfully be replicated in other City middle schools and K-8 schools? A number of practices and characteristics of KIPP and Crossroads appear to contribute to the extraordinary success of children in the middle grades: (1) Children (and their families) choose these schools; (2) They are operated by a third party; (3) They spend more money on a per pupil basis and raise additional private funding; (4) The overall size of the school and of each grade level is significantly smaller; (5) There is a longer school day, week and/or year; (6) The school principal is a highly competent leader who has the autonomy and support necessary to direct the school; (7) There are fewer special education children, with less severe disabilities. (8) There are slightly fewer male students; (9) Students are less likely to enter or leave; (10) No children suspended from other schools are transferred in; (11) Teachers have higher attendance rates; and (12) All children are transported to and from school by school bus. Many of these factors are not replicable in every middle school: some families would reject the longer school day or year, or the responsibility of choosing a school and committing to its expectations. At least two-thirds of students eligible for KIPP and Crossroads chose not to apply. Some of the practices of Crossroads and KIPP involve additional expenses; others are cost-free. There is no evidence on the effectiveness of any individual practice; all that is known is the positive effect of their implementation as a package in two very different schools. These practices, all of which seem desirable on their face, are enumerated.