The principle of inclusion of children with exceptionalities is accepted by teachers, but the practice of inclusion is problematic, particularly at the secondary level. In a study of inclusion and the impact of budgetary constraints in Nova Scotia, teachers reported that they had difficulty meeting the needs of all students within their classroom and felt guilty as a result. However, not all felt the same degree of guilt nor did they react in the same fashion when trying to address these feelings. This article presents a model of the guilt teachers expressed and the pathways they took to address these feelings. (Contains 2 figures and 2 footnotes.)