PERHAPS THE PRIMARY REQUISITE FOR STUDENTS WHO ENTER INCLUSIVE SETTINGS IS THE ABILITY OF THE STUDENTS AND TEACHERS TO EFFECTIVELY DEAL WITH BEHAVIOR ISSUES. THE PURPOSE OF THIS ARTICLE IS TO DESCRIBE (A) COMPONENTS OF EFFECTIVE BEHAVIOR MANAGEMENT PROGRAMS AND (B) HOW ONE TEACHER, FACED WITH A VARIETY OF STUDENT BEHAVIORS, WAS ABLE TO VIEW THE CONTEXT OF HER SITUATION, EVALUATE BOTH TEACHER AND STUDENT BEHAVIORS, AND BRING ABOUT DRAMATIC CHANGES IN HER CLASSROOM. DISCUSSION INCLUDES PROACTIVE METHODS TEACHERS CAN USE TO ENRICH CLASSROOM CLIMATES AND PROMOTE A COMMUNITY OF LEARNERS THAT INCLUDES STUDENTS WITH CHALLENGING BEHAVIORS.