Disadvantaged elementary school students can be taught to think critically as part of the process of learning to read. The key to student change is teacher knowledge. The purpose of this paper is to inform the development of powerful teaching strategies for reading instruction as used in Accelerated Schools. The Accelerated School is a transitional elementary school created for the purpose of bringing disadvantaged students to grade level performance by the end of grade 6. The paper is organized into the following sections: (1) the components of reading instruction; (2) the theoretical background of language development and thinking skills; (3) the implications of these theories for the instruction of "at-risk" students; (4) a model for lesson development based on Project READ; and (5) recommendations to assist teachers in creating "accelerated" readers. The appendices comprise a sample reading selection, "The Man On Top," and a description of Project READ. A list of 19 references is appended. (FMW)