An intervention with six elementary-aged students with behavioral disorders was designed to increase positive attitudes toward school and learning, to improve self-esteem and empowerment, and to decrease inappropriate behaviors. The Foxfire pedagogy was used to achieve academic goals and to empower students. Students identified characteristics of a good teacher, identified characteristics of memorable learning experiences, were assessed on academic skills and attitudes, established a real-world connection between academic goals and the need to accomplish them, designed projects incorporating their objectives, developed a plan to complete the project, identified a method of evaluation for their project, and reflected on problems with their project and ways to improve it. At the conclusion of the intervention, four out of six students indicated that they liked school, and all of the students passed their academic subjects. Inappropriate behaviors decreased, although regular education teachers did not notice any changes in students' attitudes. There was no measurable evidence of increased self-esteem using the Piers-Harris measure. Students' writing skills improved as measured by the Peabody Individual Achievement Test-Revised. Students also appeared to be more enthusiastic about writing, publishing their work, and reading than before the intervention. Appendices provide the teacher questionnaire and a student attitude evaluation instrument. (Contains 17 references.) (SW)