Background: We studied how students in Grades 4-6 participate in and emotionally adapt to the give-and-take of learning in classrooms, particularly when making mistakes. Our approach is consistent with researchers who (a) include cognitive appraisals in the study of emotional experiences, (b) consider how personal concerns might mediate situational experiences, and/or (c) examine the interplay of emotion generation and regulation in emotional adaptation. Purpose of Study: Our aim was to better understand how students think, feel, and cope--their emotional adaptation--when making mistakes in the pursuit of classroom learning and how this might impact their relationships with peers. We explored the possibility of individual and contextual differences in students' emotional adaptation dynamics and considered how they might uniquely coregulate students' coping with making mistakes in classrooms. Participants: Participants were fourth- through sixth-grade students who attended one of five schools within a single district. Schools were labeled as relatively high or moderate in poverty density, defined by the percentage students receiving free or reduced lunch support. Research Design: Students' self-conscious emotions and coping strategies were measured with the School Situations (SS) inventory, a pencil-and-paper measure of children's self-conscious emotions in three classroom social/instructional contexts: private, small group, and whole class. SS assesses how students experience (generate) and cope with (regulate) self-conscious emotions (guilt, pride, shame) in response to situations they commonly encounter or witness in classrooms. SS was administered in November and again in May after students completed a mathematics pretest and posttest, respectively. Findings: Findings revealed the importance of context--cultural (poverty density), social (classroom social/instructional format), and personal (readiness)--in the coregulation of students' self-conscious emotions and coping. It is difficult for students with fewer resources (due to school poverty density or readiness to learn) to cope with negative emotions when making mistakes and to realize pride upon success. Further, an exploratory factor analysis based on students who participated at both pretest and posttest revealed five unique emotional adaptation subscales--Distance and Displace, Regret and Repair, Inadequate and Exposed, Proud and Modest, and Minimize and Move On--that are relatively stable across the school year and linked with readiness and learning. Conclusions: The stability of students' emotional adaptation profiles suggests that students develop characteristic emotional adaptations to classroom learning demands. Further, the modest strength of these relationships supports the conclusion that students' emotional adaptations are malleable and open to intervention.