There is a significant body of recent research showing the benefits for students in working co-operatively in terms of the development of cognitive and interpersonal skills and also increased understanding of children with diverse learning and social needs. (Gillies and Ashman , 2003) This paper reports on a joint project between Northampton Children and Families Service and University College Northampton, 'Growing Talent for Inclusion,' (GTi) which grew out of a need to develop an effective way of supporting teachers of classes with a significant number of pupils with emotional, social and behavioural barriers to learning. The aim of a GTi intervention is to work with a Class teacher to develop more effective and satisfying interpersonal relationships in the classroom. The paper will outline the rationale and the process and share reported outcomes from this developing model of working with teachers and pupils in primary and secondary schools in Northampton. The rationale for the approach is the notion that what we need more of within a group already exists to some degree. The work required is to identify what is already working well and build on this. Appreciating students' unique strengths and talents in this way and asking them to collaborate with the Class teacher on the teacher's particular class based issue is highly effective in motivating students to develop better working relationships in class. The paper will explain how the project leaders are working with whole classes to illuminate a teacher's problem through exploration with the teacher and pupils using consultation, observation, questionnaires and interviews. Information from these sources is used to clarify the constructs which are pertinent to improving the capacity of the class to improve issues such as working relationships. Class sessions include two essential ingredients: multi- sensory activities to develop skills that the pupils have identified as important to working relationships and a class project. Pupils use brainstorming to generate ideas and nominal group technique to decide on a class project. Students draw on their developing talents and resources to bring their chosen class project to fruition. Progress is tracked and shared with participants through the use of solution focused ratings, videoing, feedback from interviews with pupils and teachers and the re- presentation of questionnaires. The paper will detail the benefits to students and teachers of this method of working using information from students and teachers. Five Northampton schools have participated in the project so far and the results are promising: students are more willing to work in any combination in class, previously isolated students are included and work related behaviour improves. Teachers report improvements in colleagues' and outsiders' perceptions of their group and they experience increased satisfaction with work carried out with group.