A paired course model for under-prepared college students incorporates a dual instructional approach, academic skill building and lifelong learning development, to help students do more academically and become stronger lifelong learners. In a reading support course, students improved their reading skills and applied them directly to the paired content course. They also developed lifelong learning attributes through increased self-knowledge (using the Effective Lifelong Learning Inventory), reflection, and coaching. Students showed significant gains in lifelong learning, an 85% success rate in the paired content course, and a higher retention rate than students outside the project with similar SAT critical reading scores.