Students with and at risk for emotional and behavioral disorders typically demonstrate low rates of responsiveness to reading interventions. This study examined the effect of implementing a multi-dimensional secondary intervention package on students' oral reading fluency (ORF). Fluency building was added to accuracy instruction and behavioral support for 4 second-grade students with reading difficulties and behavioral challenges, and 5 students with reading difficulties only. Results indicated that all students benefited; however, 2 students with behavioral challenges responded at greater rates and 2 responded with similar rates of growth compared to students with reading risk alone. Students' level of attention may have contributed to student responsiveness as students with higher levels of in attention were less responsive to the intervention. Limitations, direction for future research, and educational implementation are discussed. (Contains 5 tables and 2 figures.)