A metacognition instructional strategy was employed to increase class participation and motivation in 21 seventh grade "at-risk" students at 2 schools in the context of the national problem of meeting the needs of "at-risk" students. A survey of the students' content area teachers and of the students themselves found evidence of the students' deficient learning strategies. Some probable causes of the students' lack of participation and motivation may have included the schools' tracking systems, departmentalization leading to curriculum being taught in isolation, teacher-directed classes, the lack of basic skills, and the lack of self-regulatory learning skills. The Strategies Intervention Model was used to address the academic, social, and motivational needs of students at risk for school failure. A major program component was the SLANT Strategy Model which helps students remember to: Sit up, Lean forward, Activate thinking, Name key information, and Track the talker. After using SLANT, teachers reported that roughly two-thirds of students exhibited the sitting up, learning forward, and tracking the talker behaviors. On "activating thinking," teachers observed that slightly more than one-third of the students asked clarifying questions. A little less than half performed the behavior of "naming key information" by answering teacher questions and sharing ideas during class discussions. (Contains 26 references.) (CR)