One area of research that has significant implications for improving the education of students at-risk of academic failure is concerned with resilient students or those students who succeed despite the presence of adversity. This study focuses on why some people overcome adversity and succeed despite the odds. The study identifies the context and factors involved for 15 adult subjects who grew up as at-risk children in poverty and who now are successful educators. Using qualitative in-depth semi-structured oral history interviews, this study includes voices of educators who have many of the social indicators associated with failure, but who have defied the negative predictors for success and have obtained college degrees. Examining why some students are successful in school, while others from the same economically disadvantaged communities are not could be useful in helping educators design more effective educational interventions. Intervening conditions was examined to begin to understand protective factors in overcoming adversity. External factors such motivational support from family, community, peer groups and school was highly valued for promoting successful adjustment. Internal attributes such as self-efficacy and perseverance surfaced in the content analysis. A future recommendation is to uncover grounded theoretical explanations of factors that impact nonresilient children, of whom little is known. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]