Research continues to reinforce the desirability of non-punitive environments for children. This article describes a school for severely emotionally impaired children that was transformed from a coercive climate to empowering children to develop their own controls. The author stresses that removing systems based on punishment and control can be very threatening to adults who work with emotionally challenged children. The sections of this article include: (1) Behavioral Contests; (2) Program History; (3) Change Within a Classroom; (4) Classroom Environment; (5) Relationships and Trust; and (6) Problems As Opportunities.