In spite of research showing that pupils--particularly boys--tend to experience tension between high academic achievement and popularity with peers at school, some pupils continue to maintain simultaneous production of both. This article focuses on a sample of 12-13 year-old pupils, identified as high achieving and popular, to examine classroom subjectivities, with attention to their practices around gender and educational achievement. Data are drawn from a qualitative study funded by the Economic and Social Research Council, which involved observation of classes at nine different co-educational state schools in England, and interviews with 71 high-achieving pupils, including 22 that were identified as high achieving and popular. The study findings belie the notion that high-achieving pupils necessarily jeopardise their social standing with classmates. However, it also demonstrates the importance of embodiment and even essential attributes in productions of subjectivity that successfully "balance" popularity and achievement. Nevertheless, high-achieving and popular pupils are shown to undertake significant identity work, employing particular gendered performances and practices in order to maintain this simultaneous production. (Contains 12 notes.)