Given that students cheat so infrequently in elementary school and yet by high school cheat so routinely, the question arises, "What happens to students during the middle school years?" The conditions that lead to such drastic change in student behavior may be tied to a number of environmental factors evident as students advance to higher grades--more challenging course material, a greater emphasis on grades, and, at least for the students in this study, the higher stakes associated with gaining access to further educational opportunities. To better understand how this shift occurs and the learning conditions that seem to promote an honest effort by students to truly master coursework, the authors designed a study to explore the meaning students assigned to the work they did in school and, accordingly, how they approached that work. In addition, they considered how faculty conceptualized course assignments that promoted both subject mastery and student honesty. (Contains 2 figures.)