Gifted students who experience difficulty with reading, mathematics, spelling, handwriting, and organization frequently become frustrated at an early age. Well-intentioned teachers attempt to remediate their weaknesses; yet, these youngsters still feel alone in the classroom. Moreover, their academic limitations often mask enormous talent, which seldom has an opportunity to surface. Thus, gifted learning-disabled students require curriculum that develops their special talents and provides them strategies to compensate for problematic weaknesses. This article discusses the dual characteristics of gifted learning-disabled students and suggests a unique curriculum that integrates both through talent development. Developed through Project HIGH HOPES, funded federally by the Javits Act (1993)(1994)(1995)(1996), this dually differentiated curriculum offers strategies for addressing students' learning problems while fulfilling their need for sophisticated challenge through advanced-level content and a focus on solving authentic, real-world problems.