Central to the discipline policy of many schools is the practice of suspending difficult students from school. As schools adopt a "zero tolerance" posture to rule violations, the number of students repeatedly suspended from school can rise significantly. Research suggests that repeated use of in-school suspension predicts escalation to out-of-school suspension and ultimately to leaving school. Repeated suspensions, however, rob students of academic time and add to the workload of school staff. Alternatives to suspension are worth investigating, but replacing the traditional punitive system with a proactive educational alternative is not a simple process. In response to an escalating number of suspensions, one middle school developed a new discipline system that has two primary components: (1) computerized, honor-level discipline system that emphasizes student responsibility; and (2) proactive discipline procedures that focus on meaningful consequences, rewards for appropriate behavior, and helping students take responsibility for their actions. The room formerly referred to as the in-school suspension room is now known as the Learning Center where disruptive students and teachers develop proactive strategies to decrease the likelihood of disruptive behavior. The importance of a sense of community in schools and the need for teachers to take responsibility for their students are emphasized. 2 references and 1 illustration