Purpose/Objective: Providing a school breakfast to students may be a practical intervention that improves energy balance, nutrient intake, and school academic achievement variables. This purpose of this pilot study was to identify the ecological factors influencing middle school student school breakfast participation and possible strategies to promote school breakfast, and to evaluate a pilot intervention to improve school breakfast participation. Methods: Formative research with middle school students, their parents, teachers, and child nutrition managers were conducted to identify barriers to school breakfast participation and possible promotional strategies. Based on the results, a free school breakfast intervention was developed and pilot tested in low income schools. School breakfast participation was compared for the intervention semester (Spring, 2008) and 3 previous semesters for 3 intervention schools and 2 control schools. Results: Interviews with 47 sixth- to eighth-grade students and 41 parents were conducted, in addition to four focus groups with teachers and one with child nutrition managers. The information was used to develop the free school breakfast intervention that included school staff support and promotion to students and parents. During the intervention semester, there was a 242% increase in total school breakfast participation rate in the intervention schools, compared to the average of the previous three semesters (17.1% to 58.8%). The control school increase was about 20% (from 29.9% to 34.5%). Applications to Child Nutrition Professionals: A free SBP, with encouragement from school staff, dramatically increased school breakfast participation by students in low-income middle schools, by 242%. Future research should employ larger samples of middle schools, carefully document costs, and assess important school-related outcomes such as discipline and nurse referrals, attendance, tardiness, and school achievement. (Contains 1 table and 1 figure.)