The attitudes and perceptions of middle school students toward competitive activities in physical education were examined. Ten boys and 14 girls volunteered (11-high-skilled, 11 moderate-skilled, and 2 low skilled students) in 6th and 7th grade from a total of 6 schools, all offering competitive activities. Data collection was conducted over several months and included focus groups consisting of students of mixed skill levels, observations of competitive class activities, and informal interviews with teachers. The three major themes that emerged were, having fun in competitive activities, not all students were attaining motor skills necessary to participate in activities due to a lack of time to engage in appropriate practice, and the structure of competitive activities affects student experience.