In recent years educational policy on gender and achievement has concentrated on boys' underachievement, frequently comparing it with the academic success of girls. This has encouraged a perception of girls as the "winners" of the educational stakes and assumes that they no longer experience the kinds of gender inequalities identified in earlier studies. However, trying to balance academic achievement with being seen as a "proper girl" presents girls with difficult challenges, particularly in terms of being accepted and approved of by classmates and securing the attention of teachers. This paper explores the views of a group of high achieving 12- to 13-year-old girls who indicate that being regarded as "clever" continues to be negotiated within acceptable frameworks of femininity. (Contains 6 notes.)