The rise in the number of students found to have autism has been staggering over the past ten years. Accommodating these students effectively and appropriately in a public school is a challenge many teachers are deemed with, sometimes without adequate training. This study was aimed at affecting the underlying social misunderstandings inherent to students with Autism Spectrum Disorder and an at-risk general education peer through a comprehensive intervention consisting of peer mentoring, interactive social stories and video modeling strategies. Observations, student interviews, vignettes and student and researcher journals served as data sources. Three fourth grade boys, including a student with autism, a peer with behavioral concerns and a model peer, participated in an intervention designed using a multiple baseline across behaviors. The target students, including the student with autism and the peer with behavioral concerns increased their ability to demonstrate three distinctive skills, attending to task, raising hand and academic responding. Analysis of the data also showed an overall increase in levels of engagement and motivation. Strong friendships developed among all three participants. Implications suggest that a comprehensive approach is effective in reducing unwanted social behaviors and promoting positive social skills and gives further insight into the target students' motivation.