This report describes a project to improve achievement among 24 grade 11 basic U.S. history students in a growing, middle class, suburban community in northern Illinois. Students are assigned to basic classes due to reading test scores. Analysis of probable cause data revealed that students entered the course with poor attitudes toward school, poor self images, and lack of motivation. Differences in instructors in the classes contributed to a variety of expectations and teaching styles. Solution strategies for intervention occurred in the areas of cooperative learning lessons designed to improve academic achievement and specific strategies developed to improve classroom climate. Both solutions were related to curriculum development or changes in teaching practice. Nineteen appendices include tests, surveys, unit outlines, and activities. (EH)