No Child Left Behind (NCLB) mandates that "all" students, not just well-behaved and academically motivated students, make academic progress. Unfortunately, about 10% of students with chronic behavior problems make this goal difficult for themselves and others (Sprague & Walker, 2000; Sugai, 2000). The Positive Alternative Learning Supports (PALS) program was developed to address the targeted needs of this 10%. Classroom teachers, administrators, and support personnel used a collaborative school-based approach to conduct functional behavioral assessments (FBAs) and implement a multi-component intervention program in an urban middle school setting. The PALS program sought to reduce problem behavior of the school's "frequent flyers," while enabling these students to remain in the classroom successfully and receive increased learning opportunities. This article discusses the program's critical features, implementation, and evaluation results. (Contains 1 table and 7 figures.)