This semester-long curriculum is designed to increase the self-esteem, leadership skills, and communication, decision-making, and problem-solving abilities of eighth and ninth grade students who are at risk of dropping out of school. The manual offers procedural suggestions for organizing a Going Places class. Individual sections address administrative support, the role of the teacher, identification of students, curriculum implementation, parent involvement, and transition to high school. The specific lessons include: (1) self-esteem; (2) success; (3) values clarification; (4) communication; (5) goal setting; (6) decision making; (7) assertiveness; (8) tutoring or class projects; (9) communication skills; (10) group dynamics; (11) sex-role stereotyping; (12) career awareness; and (13) bridges to high school. Appendices discuss principles of cooperative learning and provide sample forms and letters. (LLL)