Students with and at-risk for emotional and behavioral disorders (EBD) or behavioral difficulties have unique and heterogeneous needs that affect their academic, behavioral, and social skills. As such, many of these students are served in more restrictive settings (e.g., residential facilities) than their peers with other disabilities. However, there is little research to document the characteristics of students who are served outside of their neighborhood school. In this chapter, we describe a study of students with and at-risk for EBD served in a residential facility in the southeastern United States. Descriptive analyses of the behavioral, academic, and social characteristics of 18 students enrolled at the facility suggest that, on average, students scored above average for problem behaviors, below average on academic measures, and below average for social skills. Linear regression analyses suggest that age did not predict performance and that certain behavioral indices predicted student achievement on both academic and social skills measures. Limitations and implications for future research are discussed.