The current study is a formative evaluation of an integrated, school-based program for urban minority youth transitioning into high school. The design of this pilot project was quasi-experimental in nature, with one freshman physical education class assigned to receive the intervention and one to receive no program or "treatment as usual." The program consisted of a universal peer-led weekly group session plus selective adult mentoring provided to those deemed at risk of dropping out of school. Our findings point to program effects in terms of (a) increased ability to make friends, (b) increased ability to resist peer pressure to participate in negative behaviors, (c) decreased tolerance of friends' use of substances, and (d) decreased self-reported acts of school misconduct, when controlling for baseline academic risk status. (Contains 2 tables.)