Inactivity amongst children and adults in the UK is currently of great concern. Attitudes towards physical activity develop during childhood and may influence physical activity patterns in later life. This research investigated the experiences and perceptions of physical education (P.E.) amongst primary school pupils. The study established overall attitudes towards P.E. amongst 296 primary school (age 5-11) pupils (male = 150; female = 146) in an affluent U.K. primary school. Following completion of a simple questionnaire, 50% of pupils indicated a very positive attitude towards P.E. and just 1% indicated a very negative attitude towards the subject. A progressive focusing approach was used to examine individuals reporting negative attitudes towards P.E., with the aim of establishing how and why these attitudes had developed. Several factors were identified and those most regularly cited were: a lack of self-efficacy, a lack of perceived autonomy, family and peer factors and individual physical and personality factors. A set of ten guidelines was produced with the aim of promoting positive P.E. experiences for all pupils; these included a focus on enjoyment of P.E., development of an environment where pupils have a sense of autonomy and developing self-efficacy amongst all learners.