The author studied a public junior high school identified as successfully implementing authentic instruction. Such instruction emphasizes higher order thinking, deep knowledge, substantive conversation, and value beyond school. To determine in what ways higher order thinking was fostered both for students with and without disabilities, the author analyzed contextual factors, classroom observations, interviews, assessment tasks, and work samples from five inclusive English and science classrooms. Teachers consistently and systematically used higher order questions, metacognitive strategies, modeling, specific feedback, connections to prior learning, critical pedagogy, elaborated writing tasks, and assignments that connected to students' lives outside of school. Students with disabilities completed the same authentic tasks as their peers without disabilities but with somewhat lower scores. Contextual analysis suggested that the culture of respect throughout the school fostered higher order thinking, and likewise, the expectation for that kind of thinking fostered the culture of respect. (Contains 3 tables.)