The purpose of this study was to describe a Title I inclusion program in a north Texas middle school, to evaluate the degree of its success as a high achieving program, and to analyze how closely it met the requirements of the Improving America's Schools Act of 1994. Data were collected from the learning facilitators and teachers at the middle school with the permission of the school district. This study began with extensive research on the nature of adolescents and the beliefs and characteristics of high achieving middle schools. It addressed the steps which were recommended in the literature to improve middle schools and benefit students that are at-risk of failing to master the curriculum at their grade level. The researcher concluded by reporting effective strategies being used in middle school at-risk programs. These are strategies noted by experts as successful in identified programs. The population for this study was seventh and eighth grade Title I students who attended middle school during the 1992-1993, 1993-1994, 1994-1995 and 1995-1996 school years. The data collected by the researcher are presented in two parts: the description of the Title I inclusion program; and the results of the Texas Assessment of Academic Skills tests in reading and math, the Shaw-Hiehle Math Tests, and the Gates-MacGinitie Reading Tests. Findings from this study suggest that the program met the requirements of a Title I program established by the federal government. The test scores for the middle school improved during the three years of the program. The Title I inclusion program met the requirements of the Improving America's Schools Act. Finally, the Title I students were successful working in classrooms with other students on challenging curriculum which met the State's content and performance standards. These findings have implications for other middle schools who are developing Title I programs to meet the requirements of the Improving America's Schools Act.