There is growing concern in the United States about the education of the students regarded as least likely to succeed in school. Indeed, a major thrust of U.S. President Bush's No Child Left Behind legislation is designed to meet the educational needs of those students who traditionally have struggled the most in school. Variously labeled as "struggling," "reluctant," "at risk," "disadvantaged," "alienated," "resistant," "educationally deprived," or what Rose (1989) called "educationally underprepared," these students come disproportionately from low socioeconomic status families and from ethnic and linguistic minority backgrounds. It is unfortunate that many of these "reluctant" students are not succeeding in their schools. The traditional solution for dealing with low achieving or at-risk students is through compensatory education. However, this widely accepted prescription for teaching such students has largely failed. This prescription has sought to remedy the students' deficiencies by teaching "the basics" through skills-based instruction; in other words, educators thought that the best way to reach these most reluctant students was through a heavy emphasis on basic skills. In this article, the author discusses a more productive approach to teaching struggling students, which is based on cognitive views of learning. A cognitive approach to teaching and learning focuses on complex, meaningful questions and problems that make connections with students' out-of-school experiences and cultures. This approach also engages students in powerful thinking strategies, provides scaffolding to enable them to accomplish complex tasks, and involves high levels of student interaction in small-group and whole-class discussions as they work through problems that encourage them to internalize sophisticated question-asking strategies. This is not to suggest that basics approaches don't sometimes involve scaffolding, modeling, or making connections to students' out-of-school experiences and cultures. However, a key difference is that cognitive approaches focus on problem solving and authentic classroom interaction as central to instruction.