This study is a result of an ongoing partnership between a local urban school system and the Physical Education Teacher Preparation Program (PETP) faculty at a nearby college. The PETP faculty agreed to collaborate in an action research project with the middle and secondary level teachers to determine what attracted their students to physical education and what barriers existed to their students' participation. PETP faculty and the teachers worked together in designing, administering, and analyzing a student survey that would give voice to student perspectives on physical education. After several drafts, the survey was piloted at a nearby high school outside the system, translated into Spanish and both Spanish and English versions of the survey were distributed to all middle and secondary schools in the system. The survey was then administered to students in physical education classes over a one-week period. Out of 7000 surveys distributed, 5308 were returned for analysis reflecting a 76% response rate. When asked to rate the three most important reasons why students choose to participate in physical education, most students listed; "I like getting out of the classroom and moving" (42.5%), "I like playing competitive team sports" (36.2%), "It makes me healthier"(33.9%), and "I like participating because I have fun"(32.2%) as their top reasons. When asked to describe their opinions about various curricular aspects of their experiences in physical education classes, most students agreed with; "I would like to be able to pick my own activities"(75.9%), "I would like to be able to tell the teacher the activities I would like to do"(73.6%), "I would like to choose what group of students I participate with"(61.3%), "I would like to be able to work at my own pace"(56.0%), and I would like to do a greater variety of activities"(54.3%). When asked why students would choose not to participate, 45.4% of the students agreed with "I don't like doing the same activities every year". Most students also agreed with "I don't like going to my next class all sweaty"(64.7%), "I don't feel I have enough time to change and shower"(53.1%), "I hate having to bring and carry my physical education clothes in school"(44.2%), and "I don't feel comfortable leaving my clothes in the locker"(40.4%). Some differences in responses were found for middle school students compared with high school students and by gender and ethnicity. Teachers must look for creative ways for reducing structural barriers to participation. Keyword(s): curriculum development, high school issues, middle school issues