This study examines the perceptions of elementary education majors (EEMs) and secondary education majors (SEMs) toward the inclusion of students with disabilities (SWDs) prior to and after taking a course on integrating exceptional students. The study is guided by Pajares' (1992) framework on beliefs. Successful teaching and learning in the inclusive classroom is largely predicated on a teacher's knowledge, skills, and dispositions, all of which can be undermined by a belief system that is inconsistent with an inclusive paradigm. Further, guiding pre-service teachers in an effort to unearth pervasive beliefs and perceptions about disability and inclusion will likely be met with resistance. These beliefs, however, have to be countered with new information and experiences as well as knowledge and skills to effectively teach all students in an inclusive environment. Inclusion, for the purposes of this study, is defined as SWDs receiving some or all of their instruction in the general education setting as appropriate to meet students' academic and social needs. Instruction is provided independently by a general education teacher or in collaboration with a special education teacher or related services provider. The results of the study show that pre-service teachers seemed more amenable to including students with certain disabilities, specifically those with learning disabilities. Responses to open-ended questions suggested that pre-service teachers were more in tune to or made more aware of the affective aspects of inclusion. A small number felt better prepared to meet the needs of SWDs in their classrooms. Further, those that discussed instruction primarily offered differentiation and accommodations as key factors. Participants were interested in more information on instructional approaches and characteristics of specific disabilities. SEMs were more likely to express affective changes as a result of the course, but also felt their greatest strengths were knowledge/skills related. Also, their remaining questions about their role were largely about increasing their knowledge and skills. EEMs provided nearly twice as many responses as SEMs indicating that they still needed support in knowledge and skills. (Contains 3 tables and 2 figures.)