Qualitative research with multiple cases design was carried out to investigate learning behavior of at -risk students'. The respondent of the study involves 2 types of at-risk students' first group students' were medically diagnosed with specific health condition which elucidate particular disability in learning. The second group of 'at-risk students' was rated to exhibit 'at-risk' condition of having difficulties in their learning process by the school teachers, education gatekeepers etc. Learning behavior was observed in 4 learning domains; cognitive, language and communication socio-emotion and physical during classroom play activities. Data were video recorded during pair and small group play activities. Learning behaviors' were scrutinizing using behavior checklist.