This paper presents an 18-month intervention for African American inner city elementary students in a classroom. The case study describes the application of proactive and positive management strategies aimed at reducing noncompliant and disruptive behaviors and increasing academic productivity. The intervention involved positively phrased classroom behavioral expectations, social skills training, structured/systematic instruction, and preplanned positive and negative consequences for noncompliance. A university-based team served as coaches to help the classroom to implement strategies. Steps taken are detailed and descriptive data provided to indicate the potential returns of these procedures. The authors argue for the need of full-time management experts in underachieving schools populated by African American or culturally diverse pupils. OH MY! What a day. I'm writing just to debrief myself. There is no need to respond, just file for later. We had 3 teachers absent today with only one substitute for the younger class. There were 8 extra children from 2 different classes assigned to my room .... At this point their 'giftedness' isn't my main focus. However, this constant moving in and out of students, whether assigned, placed or just visiting, is extremely difficult to handle. I've tried to have 'hands on' enrichment type activities available. When it is just my class we are able to have more presentations and discussions, move a little more freely and work with partners or small groups. When we try to do any of this with extra students, my kids start showing off and are out of control in a heartbeat. As a result of this, I have made the enrichment materials off limits when we have extra students (not a popular decision). Dr. F_, in class Monday, addressed some of the problems I have encountered. My teaching style has definitely leaned toward the democratic, liberal approach-lots of discussion, group decisions, selfdirected learning environment, cooperative efforts. I came here knowing that this approach can work, however, I have been unable to bring the class to this point. Much of her lecture was helpful in my understanding of this situation. I don't have a clear picture of what behaviors I need to 'fight to the death' over and what behaviors I need to let slide. In other words, I'm having a hard time picking my battles. I went charging across the room to get someone's attention and sent her out of the room yelling and, what I call 'huffing and puffing'. When she came back, she was smiling and even hugged me good-bye at the end of the day. It's a strange thing but I love it here, I just want to be better at whatever it is I'm doing. The preceding narrative contains excerpts of an e-mail from an overwhelmed, nearly distraught teacher in an inner city elementary classroom in a major metropolitan area. Ms. F_, who was desperate for assistance in her classroom, sent this urgent request to the first author of this paper, who had been one of her former university professors. Through a series of e-mails she related her students' disruptive/aggressive behaviors, the limited instruction/learning that was taking place, and her fears for her own safety. Ms. F_ was a middle-aged White female with 29 years of teaching experience, 18 of which were in a Montessori program for children in grades 1-5. She held teaching certificates in special education K-12 for children with mental retardation, elementary education (grades 1-8), and primary Montessori. This year she assumed a teaching position within a 4'/5tt-grade classroom for students who were identified as gifted in one or more areas. She was pursuing certification in this area through coursework at The Ohio State University. The classroom consisted of 18 African American students: seven 4h graders (4 girls; 3 boys) and eleven 5th graders (6 girls; 5 boys). The teacher estimated that approximately one-half of the students met the state's guidelines for and talented, the remaining students were placed in her classroom based on recommendations from their previous year's teacher. …