This article discusses the non-academic, social-emotional factors that contribute to student academic achievement, including the cognitive-behavioral characteristics of underachieving students and those with learning disabilities; the "You Can Do It! Education" (YCDI) theory of achievement; derivative research on social-emotional capabilities, called the Five Foundations (Academic Confidence, Work Persistence, Work Organization, Getting Along, Emotional Resilience) that, when delayed, produce achievement problems; and recommendations for developing students' social-emotional competence. The research reviewed demonstrates that the Five Foundations and associated Habits of the Mind can be taught to young people, producing increased effort with schoolwork and better achievement.