Numerous studies exist that report the behaviors of elite athletes, but little research exists which describes the experiences of students within public school physical education classes. The purpose of this study was to describe the experiences articulated by ninth graders participating (n=67) in their last semester of required physical education. Field observations and interviews were the data collection methods used. The themes emerging from students' experiences were: "Gym is fun when I can do it,""I don't like what I can't do,""Gym is best when I can be with my friends,""Mostly, it's better if we are separated [by gender],""To be successful you have to practice," and "I will probably be a couch potato." In general, the students recognized a pecking order in which those at the bottom are harassed and criticized for mistakes tolerated if committed by high-skilled students. The high skilled boys or girls in this study rarely helped the lesser skilled students, preferring to play by themselves as a group. Only those who were already active indicated any desire to continue with physical activity once their ninth grade physical education requirement was completed. It was concluded that a large number of students are being turned off to physical activity in part because of the nature and structure of physical education classes. (JBJ)