Students with externalizing disorders make up from three to five percent of the population in public school classrooms and are some of the most difficult students to manage in an educational setting. Behavioral excesses and deficits exhibited by these students are a major factor in poor retention rates for new teachers while the students themselves have the highest school drop out rates and experience some of the most restrictive educational settings of any disability. The authors of this article draw upon recent theoretical and applied work in the study of optimism to describe several essential elements of positive psychology and optimal functioning that may be unavailable or lacking in the lives of these students. A variety of factors intrinsic to the nature of these students, as well as environmental and interpersonal factors, are described. These factors often place these students in a "sea of negativity" with minimal opportunities for positive educational experiences or personal relationships. Vigorous debate concerning the effects of positive reinforcement on motivation, academic functioning, and other variables also continues. However, recent advances in proactive behavior management strategies (i.e., positive behavioral support, whole school management/discipline, etc.) are promising, despite a lack of sufficient data to draw firm conclusions. The authors describe several student, teacher, and classroom programs that provide empirically based strategies to promote positive successful experiences and high rates of praise for students with externalizing behavior disorders. Without components of positive psychology it is very likely that schools will continue to lose these students, and at a significant cost to society down the road.