Peers create one of the most significant contexts for developing prosocial values. This paper reports on a yearlong study of thirty one year 4/5 students where antisocial values were deep-seated. The aim of this qualitative research was to examine how to reduce antisocial behaviour and promote peer collaboration. The notion of whole-class scaffolding was applied to use the collective knowledge of the peer group and develop mutual respect to reduce antisocial behaviour. Social and reflective practices included: the Daily Social Circle; Weekly Class Meetings; student reflection logs and interviews and parent surveys. Two themes generated from the findings examine how students changed from "antisocial behaviour" to "developing mutual respect" through explicit values education. The findings suggest that whole-class scaffolding of peer collaboration was effective when values education was linked to students' collective needs, supported by targeted social and reflective practices. This research contributes to our understanding of operational values education.