A remediation approach developed by the Vilonia public schools (Arkansas) to remediate content/skill deficiencies in middle level students resulted from three conditions: state laws and regulations regarding minimum competency testing; more awareness of problems with at-risk students; and recognition of the need to reach students academically during middle school. Students in Vilonia's middle level remediation program are at-risk due to such factors as low basic skills, inclusion in low track classes, lack of parental involvement in schooling, low academic expectations of parents, teachers, and students themselves, and lack of leisure reading. They are not likely to make an adequate transition to desired types of adult lives. Under the program, these students are assigned to a regular classroom teacher experienced in reading and remediation efforts. Goals for them are: to receive an enriched curriculum with remediation and regular content; to maintain an academic (rather than behavioral) focus in the classroom; to enhance self-concept and increase self-expectations; to attain the appropriate stage of discipline; and to pass the state Minimum Performance Test, moving on to high school without tracking. (SM)