Few researchers have used social cognitive theory and environment-based constructs to predict physical activity (PA) and fitness in underserved middle-school children. Hence, we evaluated social cognitive variables and perceptions of the school environment to predict PA and fitness in middle school children (N = 506, ages 10-14 years). Using multiple regression analyses we accounted for 12% of the variance in PA and 13-21% of the variance in fitness. The best predictors of PA were barrier self-efficacy, classmate social support, and gender; whereas, only gender predicted fitness. The results affirmed the importance of barrier self-efficacy and gender differences. Our findings regarding classmate social support are some of the first to illuminate the importance of school-specific peers in promoting PA. (Contains 5 tables.)