This study sought to determine how retained first grade students function in a whole language classroom after meeting with failure in a traditional first grade setting. Data collection for the five retained students, plus six "at-risk" students, involved naturalistic observation. Reading began from language experience stories that the students dictated to the teacher. Writing stories began by drawing a picture, writing a story about it, reading the story oneself, and then reading the story to another. Students experienced success when they were reading from predictable books, but found reading from basal readers to be laborious. Traditional test scores revealed that all of the retained and "at-risk" students were on or above grade level at the end of the school year. The paper concludes that the success of the classroom is a reflection of the teacher's philosophical belief that all children can learn when the environment is conducive for learning and when the students are given the opportunity to take responsibility for their own learning. The paper also concludes that when students can function in an environment that encourages risk taking and when the curriculum is adjusted to meet the needs and interests of the learner, success will follow. (JDD)