Poverty has been identified as a barrier for at-risk student achievement across America. Can personalized competence-based learning provide at-risk students the skills and knowledge needed to close the achievement gap on the state assessment in Mathematics and English Language Arts/Literacy (ELA) for students after a two-year treatment? The research study conducted was a quantitative, quasi-experimental study of a rural school district’s 100% Free/Reduced Lunch student population. The district provided a pathway to move students through learning by way of mastering content as they demonstrated competency of standards before progressing onto the next standard or content, rather than the traditional aged-based seat time for credit system. The district provided a technology-rich personalized competency-based, where students moved base on mastery, with no seat time requirement for credit, no bells for transitioning students, or grade level identification. The personalized competency-based learning environment instructed students at their Zone of Proximal Development, provided through online platforms, project-based activities, or worksheets as determined by each student’s preference. The findings suggest there were no significant differences between the pretreatment and the post treatment scores for ELA or Mathematics for the at-risk students, and the gaps between the state’s not at risk students and the district’s at risk students were compared before and after the treatment. The comparison of at-risk student and the state not at-risk student’s scores indicated there were more gaps that increased than decreased.