The at-risk student has attracted much attention in American schools during the last decade. In 1986, the Texas legislature approvedHouse Bill 1010 that includedaprovision specifying criteria that schools would use to identify students as at-risk of dropping out of school, and thus a category was created. This article attempts tofill a gap in research on at-risk students that often emphasizes adult perspectives on such students, without exploring the worldviews of the students themselves. This article describes and explains how talk constructs a worldfor a group of predominantly Chicano (Mexican American) students (N = 19) enrolled in a dropout prevention program in a middle school in Bowie (pseudonym), a large metropolitan area in Texas. Ethnography is the method of research. The at-risk category is explored asa production of adult worldviews, and adults "'official talk" about these students. The at-risk students come to communicate this association as a source of both shame and unity and, thereby, reproduce the category on the one hand and produce a counter-culture to the adults'construction of that world on the other It is suggested that viewing Chicano studentsuccess in this country 's educational systemfrom a communication perspective may provide an effective alternative to a preoccupation with student failure and deficit thinking. The at-risk category masks larger institutional problems and communicates deficiency to and about those students so categorized.