Schools have been identified as one intervention site to address negative health trends in physical inactivity and obesity. Additional quality physical education is one way to address those trends. Another possibility is to have classroom teachers incorporate more physical activity during the school day via activity breaks. Purpose: This investigation examined teachers' and students' perspectives on classroom teachers' attempts to incorporate classroom activity breaks. Methods: The teachers (n=12) and students (n=9) were from one, small Southwestern school district that served a K-12 Native American population. Teachers received training in and all equipment needed to implement physical activity breaks. Data were collected via interviews which were recorded and transcribed. The data were analyzed using constant comparison and analytic induction methods to identify common themes across participants. Triangulation and a search for negative cases occurred. Analysis/Results: Teachers shared initial enthusiasm for the project as Mr. Tandy shared, “Anything that might get the students to engage is worth trying. The fact that it helps address their health needs is an added bonus.” As the year progressed teacher attitude toward and compliance with the program varied based on management and academic challenges. Ms. Sanders explained, “I think the students liked the breaks and the energy level did go up, but it wasn't always in a good direction. Some of the activities were just too rowdy for the students to handle and return to work.” Students appreciated the break from the regular school day routine but did not always see the connection between physical activity and academic success. When the link was discussed it was about helping students “wake up”. Roger shared, “Well, mostly they're good for waking people up. Too many people come to school sleepy so it wakes them up and maybe then they'll listen.” Conclusions: Classroom teachers can serve as strong allies in attempts to help students lead more active lives. To effectively meet classroom teachers' needs and enlist their help, classroom physical activity break training and content must address teachers' needs for class control and support their academic mission. This examination serves as foundational work in the design of more effective physical activity interventions and professional development. Additionally, these results should help our understanding of context and its influence on change. In particular, these schools serving Native American students are important to study as less is known about such settings, and the students are academically and physically at-risk. Keyword(s): exercise/fitness/physical activity, interdisciplinary, physical education PK-12