Six students in a special education classroom at Levy Middle School (Syracuse, New York) became involved in a variety of after-school activities with nondisabled students. The students participated in the school computer club, cross-country skiing, volleyball, stage crew, intramural basketball, the Spanish Club, and after-school programs at two neighborhood centers. The project was developed jointly between the school district and Transitional Living Services, a local human service agency which provided funding and fulfilled state reporting requirements. The role of the special education teacher involved selecting activities, facilitating student participation in activities, setting goals, and developing activity modifications when necessary. Support staff were recruited, hired, and trained to assist the students with disabilities. The role of the support staff was to get to know the students; to offer individualized, flexible support; and to facilitate social interactions. Reactions of the activity leaders, of parents, and of nondisabled peers are included. (JDD)