In this article, the authors describe their efforts to improve the performance of their middle school students on the Pennsylvania System of School Assessment (PSSA). As middle level educators, they knew that in addition to addressing the curriculum, they also had to address the psychological needs of their students. To administer a standardized test in a way that is consistent with the mission of a middle level school, to motivate their students to perform their best, and to create a testing environment that meets the developmental and physical needs of middle level students, the authors created Mathletics & Readaerobics. Mathletics & Readaerobics results in a school culture that motivates students to feel prepared and confident as they take high-stakes standardized tests. During Mathletics & Readaerobics, students learn what types of problems they can expect to see on the PSSA and how to approach them. They also practice problem-solving strategies that they can use on the test if they do not know the right answer. Mathletics & Readaerobics sets students up for success by helping them develop encouraging relationships with their teachers and become valued members of their homeroom classes. These relationships create a healthy environment and positively influence social development. In this environment, students can see the PSSA as a challenge that they can meet with the support of their teachers and friends.