Students with emotional/behavioral disabilities often come to the classroom with an array of problems. What is it that helps these students become successful in the school environment? In interviewing five Mexican-American adolescents enrolled in public school special education classes and their four teachers, their voices illustrated that special education teachers who exhibit care-giving qualities create positive studentteacher relationships with their students identified as having emotional/behavioral disabilities. When we think about education, we see classrooms that come with furniture, computers, and books; classrooms that come with teachers, counselors, and administrators; and classrooms that come with course standards and school rules. What we sometimes forget is that classrooms also come with problematic students-students who have not been successful, are not well adjusted, and have had lifelong problems or enough baggage to make them, as some teachers say, 'the most difficult students to teach.' With these factors and this description, how do teachers make meaning in the classroom environment with these students? And what is it about the teaching-learning experience that makes a difference to these children? Teachers as caregivers are in the forefront to be rich and powerful resources for those children who feel frustrated, helpless, and angry. As clarified by Deiro (1996), 'Children value adults who value them. Thus, children who are living in seemingly intolerable situations but have a prosocial adult outside their home environment who cares about them will adjust their behavior to carefully safeguard that relationship' (pp. 3-4). Noddings (1984) articulates that student-teacher relationships provide a rich arena in which students are transformed by an ethic of care. Care translates into interventions that are in the best educational, emotional, and psychological interest of the students (Morgan, 1987). In