This paper describes a study of an alternative, innovative high school designed to serve at-risk students and dropouts returning to public school. The PRIDE (Positive Responsible Individuals Desiring Education) Center, located in San Marcos (Texas) Consolidated Independent School District, opened in September 1989. The center's program includes innovations in discipline, instructional programming, pacing, schedule flexibility, admittance procedures, and student support services. In this study, qualitative and quantitative data (from interviews, the Culture-free Self Esteem Inventory for Adults, observations, and school documents) were collected to document student and staff characteristics, features of the alternative program, and changes in students' attitudes, behaviors, and academic success as they attend the alternative program. Results showed that school context variables associated with at-risk students were found in the PRIDE Center school students. Students clearly felt part of a family of learners, supported and accepted by faculty and other students. Faculty like and respect each student to an extent not usually experienced in public schools. PRIDE students also exhibited changes in school performance/attitude variables. Students seem to understand their work better because teachers explain more and students work at their own pace and have more desire to learn. (16 references) (MLH)