This study compares the school experiences and beliefs about school of academically at-risk and successful students in a culturally diverse urban middle grade school. Information was analyzed from a survey of a random sample of 110 students, comprised of 48 at-risk students, 43 good/average students, and 36 honor roll students, and intensive interviews and observations with a target group of 27 students within that group. The following findings are reported: (1) by seventh grade, at-risk students were more alienated from school than successful students; (2) for both at-risk and successful students, school experiences and self-image were closely connected to the quality of relationships with teachers; (3) for at-risk students, relationships with teachers were significantly more negative than for successful students and manifested themselves in perceptions of worthlessness to teachers; and (4) relationships with peers were not significantly different for at-risk and successful students. Statistical data on three tables and one graph and a list of 38 references are appended. (FMW)