Qualitative, in-depth interviews of resilient at-risk students were used to identify factors that these students believe contributed to their success in school. Resilient students in six urban, suburban, and rural school divisions in the Richmond (Virginia) area were nominated by principals and guidance counselors. Of the 115 identified, 62 were interviewed in individual sessions by 8 interviewers using a standard interview protocol. Findings from these interviews indicate that these students were busy with activities and other positive uses of time. They tended to have clear and specific long-term goals that they were confident of achieving, and they were optimistic about their futures. Many of the older students had experienced severe "reality checks" that turned them around. These resilient students had an internal sense of control about their lives and took personal responsibility for their actions. Most were from dysfunctional home environments, but did not find this a hindrance to school success. Most admired some adults they knew, and these relationships helped them believe in themselves. Implications for teaching and for the educational environment are discussed. Appendixes contain the interview protocol and a coded interview transcription. (Contains 40 references.) (SLD)