Adolescents enrolled in alternative school settings evidence risk behaviors at a higher rate compared to students attending regular high schools. Histories of substance use, juvenile delinquency, high school expulsion, poor school attendance, and HIV-risk behaviors are typical. These youth are particularly vulnerable to HIV-risk behaviors and substance use. This paper describes a school-based indicated prevention model for adolescents in the alternative high school setting. Preparing Adolescents for Success in School (PASS) combines the indicated programs Reconnecting Youth and Street Smart and adapts them for use in this setting. Program goals include reducing substance use, delinquent behavior, HIV-risk behaviors, school problems, and negative mood states and increasing decision-making skills, coping skills, social support, and knowledge of HIV prevention.