This study examined the associations among gender, empathy, attitudes toward bullying, willingness to intervene, and bullying within peer groups in a sample of sixth and seventh-grade students (N = 346; M Age = 12.22 years). Peer groups were identified via social network analysis using NEGOPY (Richards, 1995) and peer-group predictors were evaluated with multilevel modeling. Male peer-group willingness to intervene results indicated significant between-group variation (i.e., high ICC). Perspective-taking was associated with greater willingness to intervene within male peer groups after controlling for initial levels of willingness to intervene. Greater bullying perpetration within one's peer group was highly predictive of less individual willingness to intervene. For females, willingness to intervene scores was not dependent on friendship group. This study suggests that bullying prevention programs that encourage students to intervene on behalf of victims might be efficacious for male students with friends who bully others at low rates. (Contains 4 tables.)