Nothing is more distressing or perplexing to parents and educators when students with tremendous ability and talent are disengaged from school or achieving below their potential. The causes of underachievement are complex and approaches to ameliorating it must be multi-faceted. In this session, we examine the family, school and psycho-social factors that contribute to underachievement among talented students. Our panel members have expertise about family dynamics and family systems related to achievement, gifted education programming and instructional practices to engage learners, and psychological issues that affect motivation and achievement. Each panel member will present on their area of expertise followed by a dialogue between panel members on how schools, families and counselors can work collectively to reverse underachievement.