The article presents a longitudinal study of an urban charter middle school to examine the impact testing pressures can have on the education of students with disabilities and English language learners, and how this may lead to a narrowing of the content they are taught. The study examines various sources of data, including the school's evolving language, literacy, and math programs, high-stakes test results, school improvement plans, and written IEP goals. Over several years, as low test scores and failure to make AYP had an increasing impact on school life, skills specifically targeted on annual state tests became the guide for how math and literacy and language development were addressed. In effect, instruction in these areas became equated with test preparation. As ranges in proficiency led to ability grouping in pertinent courses, there was a narrowing of skills addressed in the lower-level classes that were entirely populated by students categorized as limited-English proficient and/or having a disability. In effect, this turned test preparation into the math and literacy curricula for these students, which in turn affected decisions regarding which skills would be addressed in students’ IEPs. Implications for schools, policy, and further research are suggested.