Recent attention has focused on the suitability of coeducational learning environments for the development of movement skills and game play (Derry & Phillips, 2004). The purpose of this study was to examine the experiences of middle school students in a coeducational softball unit. The Sport Education Model (Siedentop, 1994) guided the curricular decisions and plans that encompassed an eighteen-day season. A qualitative framework was used to describe the ways in which student roles and responsibilities shaped the sporting experiences. Students and teachers volunteered to write weekly journal entries describing their experiences in physical education. Triangulation of multiple data sources and peer debriefing helped ensure the credibility of the data. Student and teacher reflective journals, and daily field notes of the teacher - researcher were part of the triangulation process. Four major themes emanated from the reflections: a) compassionate leadership, b) strategic leadership, c) valued teamwork, and d) desire for the real game. Different themes emerged for the males and females. Females in leadership roles tended to focus on the need to be inclusive and promote the value of each person’s feelings. Males in leadership roles were more concerned with constructing a skillful team that would advantage them for winning. From the player perspective, females liked the idea of being a productive and valued team member and were sensitive to put-downs and others who did not value teamwork. Male players focused on game elements and expressed dislike for the game modifications. Players also recorded their daily role or position played for each modified game. Player positioning was contrasted with the goal of the task or game. For example, shortstop and first base were consistently deemed action positions. This data revealed how student leadership shaped the opportunities within game play. Overall females were in action positions only 33% of the time while males occupied action positions 60% of the time. The results of this study indicated that the Sport Education Model has the potential to offer males and females sporting experiences where they feel valued and productive. However, teachers and students must clearly and carefully attend to issues of equity in relationship to strategic and inclusive team play. Findings from this study have implications for design of Sport Education lessons that prioritize affective goals of teamwork and the need for the teacher to carefully transfer the decision-making power to student leaders.