Jackson and Davis noted in Turning Points 2000, "Changes in middle grades practices have least often occurred where they are needed most: in high poverty urban and rural communities where unacceptably poor student achievement is rampant" (2000, p.5). Virginia has many school districts that fall into these categories. Even though they fall into these categories, middle schools across the state are still expected to have their students pass assessments at a high rate and meet state standards. The purpose of the study was to investigate and describe how one middle school went from being accredited with warning to making AYP and meeting high standards of academic achievement with at-risk students. Poor academic achievement is one of the most consistent predictors of dropout, whether measured through grades, test scores, or course failure (Alexander, Entwisle, & Kabbani, 2001). Investigating test scores and the research-based practices that may have influenced scores to improve in this particular middle school were the primary areas of study. The researcher utilized qualitative research methods to investigate a middle school that has been successful in improving the academic success rate for its at-risk students. The overarching research question for the study was What practices were used in this middle school to ensure the academic success of at-risk students? Research-based practices found in the literature to have influenced at-risk middle school students' achievement are (a) strong principal leadership, (b) focused curriculum and reading intervention, and (c) positive teacher-student relationships. The study attempted to determine which, if any of the practices were used by the school and if factors other than the practices identified for investigation may have contributed to the success of at-risk students in the school.Ed. D.