Alarming numbers of students, particularly minority students, are being suspended and expelled from our nation's schools. The surface issue is discipline; however, the underlying issues are literacy and barriers to academic success. To address these issues, a large urban district opened a new school for students who were not succeeding in traditional settings, had escalating discipline problems, and were failing academically. It was called Project Succeed Academy. This article details the lessons learned in the schools design, implementation, and evolution. An analysis of the political, community, and financial issues that caused reduction of the original design are discussed.