Through this exploratory study, I developed conjectures about classroom conditions that had the potential to support (or not) the development of productive dispositions toward mathematics. To do so, I listened to sixth-grade students' voices about their experiences with small-group work in 2 mathematics classrooms and contrasted their teachers' efforts to facilitate small-group work. I interviewed 12 students from each classroom (N = 24) to examine the benefits and drawbacks of small-group work that students noticed. Interview data were interpreted to assess the degree to which students' self-reports reflected productive dispositions toward mathematics, and they were reported in the form of 2 composite cases from each classroom. Video recordings of mathematics lessons were analyzed to characterize how each teacher facilitated small-group work. Results indicated that students were more likely to hold productive dispositions (autonomy, belief that mathematical competence is malleable rather than fixed, focus on understanding over task completion) in a classroom in which the teacher transferred responsibility to students, solicited multiple solution strategies, provided process scaffolding, and pressed for conceptual understanding. In contrast, students were less likely to hold productive dispositions (relying on external authorities, belief that mathematical competence is fixed rather than malleable, focus on task completion over understanding) in a classroom in which the teacher provided content help that lowered the cognitive demand for students, focused on obtaining an answer rather than understanding strategies, and placed 1 "genius" in each small group (explicitly grouped students heterogeneously). Students' self-report data provided insights for recommendations of dispositional outcomes to be assessed in future research on students' experiences with small-group work. (Contains 2 tables.)