This study focuses on the effect of service-learning on 5 students with disabilities in an inclusive 6th grade class. As students participated in service activities which met a community need and were linked to the curriculum, they achieved learning goals and were provided the real life applications of their learning. Students experienced the excitement of helping others, which increased motivation, willingness to help, and concern for others. Service-learning projects bolstered my students' self-confidence, helped them realize that they each have something to give, and that they can make a difference. Service-learning projects seem to be a powerful tool to improve students' motivation, academic success, social skills, and self-confidence. Service-learning may be particularly effective in the inclusive classroom.