This article explores how teachers manage classrooms to facilitate the intellectual engagement of disengaged students. The author proposes that teachers create an environment conducive to intellectual engagement when students perceive: (a) that there are opportunities for them to succeed, (b) that flexible avenues exist through which learning can occur, and (c) that they are respected as learners because teachers convey the belief that students are capable of learning. When teachers purposefully manage classrooms so that these elements intersect optimally, students perceive that they are known and valued. Furthermore, opportunities for success, flexibility, and respect generally are present when teachers challenge their students at appropriate levels, provide academic support, use instructional techniques that convey excitement for the content, and make learning relevant. To illuminate how teachers succeed in managing classrooms for intellectual engagement, the author provides numerous quotes from students attending an alternative high school designed for disengaged students who possess academic potential. (Contains 3 notes.)