During an evaluation of a new middle grades reform initiative, the program participants (i.e., teachers, coaches, and principals) reported they perceived that students' social and emotional needs interfaced with implementation of the reform. In particular, participants perceived that students' need for a safe, supportive, and engaging environment affected implementation of the initiative and that components of it did not meet students' needs. Ultimately, program participants desired both permanent, full-time mental health professionals to work with students and professional development on the middle school model. The complex relationships between students' multiple needs and the initiative demonstrate the importance of providing comprehensive support and guidance to middle grades students in the context of a reform. (Contains 2 tables.)