This paper describes a pilot project at a Janesville (Wisconsin) elementary school, which uses a cooperative teaching approach to integrate all special education and at-risk students, including students with behavioral problems, into general education settings. Key program components include teaming, collaboration, cooperative learning, joint ownership for student integration, effective teaching practices, and development of teacher skills in adapting and modifying the curriculum to meet student needs. Program development is summarized, including development of a mission statement by a steering committee and development of a 4-year time task calendar to accomplish staff development needs and action plans identified by the steering committee. These included building needs assessment during the first year and extensive staff training on team member roles and responsibilities during the second year. Evaluation by staff after the second year of program implementation rated the program very positively. The third year saw continued inservice training and establishment of a core team to oversee team teaching efforts. The fourth year focused on expansion of the "Power of Positive Students" program, ongoing monitoring of the integrated program, and inservice training of new participants. The program has resulted in a stronger sense of community and a total school commitment to a philosophy of inclusion. (Contains 9 references.) (DB)