The deleterious effects on cognitive capacity in children and adolescents who have been exposed to violence at home and in the community have been meticulously documented. What is less well known is how very much these youngsters want to learn at school. Children and adolescents from violent backgrounds, like others, equate education with a hopeful future and are eager to attend. However, when they do go to school, the violence that they experience leaves them terrified to think. Instead they resort to concrete enactments that make completing school work nearly impossible. Attachment based research suggests that thinking about thinking is a neuropsychological capacity that is co-created with caregivers, parents and teachers. People with "reflective function" "mentalize," that is, they think about what they are thinking and what others might be thinking. This capacity is part of what is lost when caregivers and the surrounding community are replete with random violence. The fact that we know how mentalization is created implies that it may be possible to restore, by creating conditions in the classroom that can foster it. Following an extensive review of psychoanalytic literature and theory, this paper offers a case example of a mentalization based approach to helping children affected by violence to tolerate their affects, survive putting words to experience, begin to mentalize, and through that process, succeed at school. James's assignment to a special education class on his release from a juvenile justice facility seemed a far worse fate than his original sentence had been. He had been placed in special education not because of any specific intellectual problem or learning disability but because his explosive temper had led to frequent fights on school grounds. His prior grades had been dismal and because he cut more classes than he attended, he had accumulated few credits toward high school graduation. He had not been able to pay much attention when he was there. Nonetheless, special education felt like the end of the world to James. He knew that few students graduated from special education programs and that fewer still learned a marketable trade. 1 He surveyed the classroom suspiciously that first day, and everywhere he looked he saw confirmation of his doom. It looked like a kindergarten, with a reptile sleeping in its cage in one corner, surrounded by a bunch of plant seedlings in cups. There was a piano and some drums in another area. Sometimes a student got up and poked at the seedlings while everyone else was scribbling in