Student skill level is an important factor influencing learning in physical education. Understanding how students’ thoughts and feelings about skill level affect their participation in physical education provides knowledge and insight to their experiences and motivation. The purpose of this study was to examine the attitudes and perceptions of middle school students toward skill level and to analyze factors that influence these attitudes and perceptions, as well as their affect on participation in physical education. Middle school students (N=24, equal high and low-skilled students in 7th and 8th grade) were selected from a middle class, suburban school district. The criteria for selection were based on teacher interviews and recommendations, and on researcher observations of student skill level. Data collection included two in-depth, formal interviews, informal interviews, and multiple observations of students. Data were transcribed and analyzed using constant comparison and triangulation of data sources until themes emerged. Negative case checks, member checks, and peer review also were used during data analysis to help assure trustworthiness and credibility of the results. Findings suggest that students have similar perceptions of the behaviors and characteristics of individuals with high and low-skill. They think differently, however, about skill level and participation in physical education. Students of high-skill perceive themselves as accepting challenges as a way of developing and refining their own skill. In contrast, low-skilled students believe that it is necessary to try their best to avoid embarrassment during participation. Students with low-skill levels experience feelings of discouragement and embarrassment when participating with high-skilled students. High-skilled students experience feelings of frustration when participating with low-skilled students. The data further reveal that perception of one’s own skill level and the perception of other’s skill levels affect high and low-skilled students differently. High-skilled students perceive themselves as trying to improve at all skills, and low-skilled students try hard at skills where they have experienced success. The results from this study add to our knowledge of how skill level impacts the student experience in physical education. Not only does skill level affect what students do in physical education, but the results of this study suggest that how students perceive skill level impacts their thoughts, attitudes, and participation in physical education.