We examined middle years adolescents' (ages 12-13) responses to reading and viewing advertisements as part of integrated language arts and health education lessons. We report here on the qualitative results from student and teacher focus groups, and from student journals. Three regular classroom teachers co-developed (with university researchers) and then delivered ten media literacy lessons to three classes of grade seven students. Findings include how students learned to analyze advertisements and think more critically by designed ads which satirized original ads. We saw also that students' informed decision making resulted in both acceptance and resistance of media messages. We conclude that transactional reading models and positioning theory may provide teachers with a valuable foundation upon which to base pedagogy designed to help adolescents' understanding and evaluation of advertisements.