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Early reading experiences strongly influence a student's feelings of competence and motivation. Encounters with failure may lead to anxiety, limited effort, and negative responses that affect future performance. Therefore, instruction that fosters motivational factors and emphasizes success is critical, particularly when literacy attainment has not occurred. The interactive model of reading involves a balance between affective, cognitive, and social aspects of literacy engagement important for motivation. The purpose of this study was to examine the nature of how children who had failed to read responded to an interactive model of literacy instruction. The research conducted used qualitative methods and case study approach. Five children selected ranged in age from six to thirteen. Three of the children had been diagnosed as learning disabled by their respective schools, one was home-schooled and a fifth child was later identified as gifted. Each case was developed individually followed by cross-case analysis and interpretation. Participant interview, field observation, and document review were primary data collection strategies. The children, their parents, and graduate students tutoring the children were interviewed using a pre-post procedure. Field observations occurred for all five children and their tutors. Whole group observations were also conducted. A continuous review of various documents served as another strategy for data collection. The interactive model of reading was used as the framework for this study. Instruction evolved from constructivist theories of learning. Scaffolding instruction supported the children's efforts to achieve and reach independence. Results reflected numerous differences in how the children responded to instruction that fostered independence and emphasized success. Positive change and persistence to persevere were observed as opportunities for successful literacy experiences occurred. Several conclusions were drawn from this research. Taking a positive stance when assessing literacy growth and capitalizing on student strength were central to improving children's affective response to literacy engagement. Looking for what children do well and celebrating small successes were deemed critical. Implications for further study of student-teacher interactions under failure conditions were described. Additional results reflect the need for educators to develop a better understanding of the reading process, particularly in the field of Special Education.