A significant body of research articulates concerns about the current emphasis on high-stakes testing as the primary lever of education reform in the United States. However, relatively little research has focused on how children make sense of the assessment policies in which they are centrally located. In this article, we share analyses of interview data from 33 third graders in an urban elementary school collected as part of a larger qualitative study of children's experiences in literacy in high-poverty classroom. Our analysis of assessment-focused interviews focused on two research questions related to children's perspectives on high-stakes testing: What patterns arise in children's talk about high-stakes testing? What does children's talk about high-stakes testing reveal about their perceptions of the role of testing in their school experiences and how they are positioned within the system of accountability they encounter in school? Drawing on tools associated with inductive approaches to learning from qualitative data as well as critical discourse analysis, we discuss three issues that arose in children's responses: language related to the adults invested in their achievement; their sense of the stakes involved in testing; and links between their feelings about test taking, perceptions of scores, and assumptions of competence. We argue that children's perspectives on their experiences with high-stakes testing provide crucial insights into how children construct relationships to schooling, relationships that have consequences for their continued engagement in school.