In this case study, I have examined teachers' use of co-teaching models to support students with learning disabilities in an inclusive elementary classroom. Co-teachers progressed from the developmental stage of collegial growth to the compromising stage (Gately & Gately, 2001), but struggled to achieve the third stage of collaboration. Teachers used several methods to support students' literacy: explicit prompt sheets, scaffolded mini-lessons, and interactional inclusion. Classroom structures and helping routines played key roles in maintaining teachers' availability to exceptional learners. The students with learning disabilities protected their social status in the classroom, a key factor in their decision to accept teachers' help. (Contains 3 notes.)