The majority of research on the Sport Education (SEM; Siedentop, 1994) and Tactical Games Models (TGM; Mitchell, Oslin, Griffin, 2006) involves curricular interventions implemented by teachers who are learning the models for the first time. Such research is often influenced by the novelty effect on teaching and learning. The purpose of this research was to describe student experiences within a physical education curriculum that was grounded in a models-based approach to teaching sport and games education. Participants included a teacher with ten years teaching experience, five years using a combination of SEM and TGM. An eighth-grade class of 21 students and the teacher agreed to voluntary participation according to the university guidelines for human research. A purposeful sample of 14 students was selected based upon skill level and gender. The ecological analysis of task systems (Doyle, 1979) shaped the methodology. All lessons were videotaped and live coded using a modified version of the Task Structure Observation System (TSOS; Jones, 1989), which was developed and field tested to systematically observe the classroom ecology in a games teaching context. To account for differences in student interests and prior sport experiences, two different categories of games were selected, a net game and an invasion game. Inter-observer agreement in all categories of the modified TSOS met the 80% threshold. Informal student interviews supplemented data recorded through systematic observation. Data indicated high levels of compliance across task categories. Noncompliance by students and off-task behavior was nearly nonexistent. Student response data revealed equitable opportunities to respond across skill levels and relatively high success rates for all students. For example in the basketball unit, low skilled students received nearly as many OTRs (31.25) as their high skilled counterparts (34). Success rates did increase with skill level which would be expected, but the range between high and low skilled players was moderate. Interview data suggested that the game centered approach of the TGM along with the team affiliation aspect of the SEM contributed most to the fun and enjoyment evident in the classroom. Based upon the findings, the need to further investigate the long term use of models-based instruction to provide an ecological structure that supports student learning in authentic sport and game contexts is warranted.Keyword(s): curriculum, middle school issues, physical education PK-12