As in urban schools, at-risk students in rural schools may be unmotivated, lack purpose for learning, have special learning problems, or come from dysfunctional families. In this paper, an experienced teacher in a small rural Oklahoma high school describes her efforts to demonstrate that at-risk students would improve in all language areas as a result of intensive work in English, using an integrated approach to language arts. Her 20 students (including special education mainstreamed, transient, limited-English-speaking, and unmotivated students) had scored in the lower 50 percent on standardized tests. Instructional methods were based on the idea that, despite special programs, secondary students do not become better readers or writers, because they lack intensive reading practice, the background knowledge and general information that enables comprehension, writing experience and practice, and the vocabulary needed in various subjects. Elements of the approach included study skills; structure and self-discipline; a rigorous vocabulary program (including etymology); handwriting instruction; speed reading; thematic units to improve comprehension; local history; instruction in grammar and the conventions of written language as prompted by need during in-class writing assignments; and the integration of writing, speaking, and listening in every assignment. At the end of the year, students had made significant growth as measured by standardized test scores and evident improvement in self-esteem. (SV)