This paper describes a holistic milieu approach for underachieving, socially maladjusted students in a junior high school in Mattoon, Illinois. It also reports on the effects of the program on certain academic, affective, and behavioral measures taken on those students. The program, called the Intensive Care Unit (ICU), included five teachers, two pupil personnel interns, a media intern, and four aides. Out of the 98 students involved in the program, at least 20 of them had repeated a grade sometime during their school careers. Initially, several baselining sessions were held and observers recorded the off-task behaviors of the subjects. After a wide variety of pretest measures was collected, several ICU methods were instituted. These included individualized prescribed instruction for each student in the core academic areas of reading, mathematics, and science. At the same time, behavior management techniques were also instituted. To shape behavior, teachers combined continuous, social reinforcement with material rewards. It was concluded that students who participated in the ICU program did significantly better academically and were better adjusted in the classroom than those who did not participate in the program. (TS)