Children in America's communities are growing up amidst a deterioration of family values and misunderstanding of social equality. These challenges stem from ongoing community and domestic violence, single or no parent homes, drug abuse, and gang activity. For these reasons the number of at-risk youth in our society is growing and will directly impact many public schools. Providing future teachers with the skills and confidence to meet all students needs, including at-risk youth, becomes the challenge for physical education teacher education (PETE) programs. Teachers who say, "I was not trained to teach at-risk learners" are unlikely candidates to successfully work with at-risk learners, but those who are effective and successful accept the challenge to help all learners rather than just those who are academically, socially, or physically successful (Manning and Baruth, 1995). The purpose of this study was to determine pre-service teachers (PTs) perceptions of teaching at-risk youth physical education. Participants included 4 female and 3 male PTs from a rural university in California along with 2 cooperating teachers and 1 probation officer from the community school. Preservice teachers taught 32 lessons to classes of 10 to 15 high school age at-risk youth. Lessons included cooperative games, group discussions, goal setting, journal writing, and non-traditional games. Qualitative research was the selected method of investigation. Data were collected through a face to face interview conducted by the researcher. In order to gain a realistic insight of those interviewed, the semi-structured method was selected (Berg, 1998, Merriam, 1998). Each interview lasted approximately 1-hour, was audio-taped and later transcribed. It was anticipated that responses would provide insight into the challenges and successes of teaching at-risk youth. The results indicated that PT's developed a broader perspective of teaching high school physical education. Areas of growth included: (1) flexibility within teaching situations and personalities of the learners, (2) awareness of social issues with at-risk youth, and (3) appreciation of the values of a non-traditional education setting. Teaching and personality traits also emerged from the data that included but were not limited to sensitivity, patience, and consistency. The results of this study provide insight into a PT's view of teaching at-risk youth. The findings further suggest that an extended field work experience for these future educators prior to a credential program was extremely valuable (Siedentop & Tannehill, 2000). These results are helpful for PETE programs in the design of effective and realistic educational settings for PT's.Keyword(s): high school issues, professional preparation, youth-at-risk