An obesity epidemic plagues the United Sates. In particular minority children and adolescents living in urban environments are at increased risk of becoming overweight or obese (CDC, 2003). One contributing factor to this problem is that students lose interest in physical activity and therefore become more inactive (Chen, 2001). Physical education is the most appropriate environment where students should develop habits that enable them to be physically active for the rest of their lives (McKenzie, 2003). However, researchers have neglected to ask middle school students their perspectives of physical education. Therefore the purpose of this study was to describe and interpret students' perspectives in four urban middle school physical education programs. Data collection included 16 separate student interviews with small focus groups (64 students total). In addition, data were collected from 60 class observations using field notes over a 15-week period and researchers wrote a reflective journal. Inductive analysis and constant comparison methods were used to analyze and organize the data throughout the research process (Denzin & Lincoln, 2000). Confirmability was established by triangulation, member checks, and peer debriefing (Lincoln & Guba, 1985). This study attempted to represent “student voices” in the naturalistic physical education environment. Student interviews particularly provided useful information regarding their beliefs about their physical education programs. Eight themes emerged from the data: “We want to play,” “You get new friends out of it,” “It pumps you up,” “The testosterone level gets a little high,” “I don't like doing exercises and sometimes we have to do them over,” “Gym is not challenging”, and “If our class was a bit smaller.” Students appeared to understand the benefits of being physically active. However, the findings suggest that overcrowding in the gymnasium, repetitive boring exercises, and the lack of challenging content impeded students' participation in their physical education classes. This study suggests that teachers need to tap into students' interests to increase the likelihood that they will be physically active during physical education classes. The findings represent students' perspectives in order to gain a deeper level of understanding of the contexts and processes within physical education. Keyword(s): middle school issues, research, student issues