Sport Education is a curriculum model designed to promote fair play and equal participation among students in physical education. Although Sport Education involves competition and is patterned after the organization of a professional sports league, the model is designed to focus on student cooperation and sharing responsibility for the various team and league duties. Contrary to professional sports, Siedentop (1994) explained, “What matters most [in Sport Education] is taking part fairly and honorably, not which individual or team wins or loses” (p. 13). Regardless of how a curriculum model is designed or implemented by the teacher, the true test of success and appropriateness is in the students’ interpretations of the unit. The purpose of this study was to examine students’ conceptions of fair play during a modified soccer Sport Education unit. The participants were one team of 10 sixth grade students (five girls and five boys). The 26-lesson unit consisted of a preseason, a regular season, and a post-season tournament. Data collection methods included observation and videotaping of all lessons, individual and team interviews, questionnaires, daily student journals, and descriptive game statistics. Data were transcribed and analyzed using constant comparison and triangulation of data sources. The findings indicated that students’ conceptions of fair play changed as the unit progressed. During the preseason, which included only practices and inter-squad scrimmages, all students perceived fair play as equal amounts of playing time for all team members. By the end of the unit, all students justified more playing time for high skilled students, especially in “high-risk” situations (e.g., during a close game or the post-season tournament). Two high skilled male students played an average of 22.5% more than the other players during the regular season and 47.6% more during the post-season. Also, male students played 8% more than female students in the regular season and 24% more during the post-season. In addition, the students identified goalkeeper as the most desired soccer position. Male students played goalkeeper 21.4% more than females during the regular season and female students never played goalie during the post-season. The results of this study suggest that if students only perceive success as winning, then we are simply perpetuating an elite sports model, rather than the intended goals of fair play and equitable participation as set forth for Sport Education.