This study investigated the cognitions of a teacher and four adolescent students during their involvement in critical thinking (CT) activities. Content analysis yielded a multi-dimensional construct of teacher, student, and teacher/student thought patterns. The teacher created a supportive learning environment, provided activities that maximized involvement and opportunities for success, and facilitated the CT process. The students initially approached the CT tasks from a nonstrategic perspective but gradually adopted more thoughtful approaches to the tasks. In doing so, the students provided evidence of both CT skills and CT dispositions; attributes not usually associated with the at-risk adolescent learner.