In 14 focus group interviews, sixth- to eighth-grade high-ability students from high- (n = 36) and low-income (n = 45) families were asked to describe the barriers they perceived to their academic success. Three themes were identified through the qualitative analysis: "Constraining Environments, Integration versus Isolation," and "Resource Plenty versus Resource Poor." Students in both groups experienced environments not conducive to learning, inhibiting peers, and teachers as a barrier. Students in the low-income group described mayhem in their schools, which interfered significantly with learning. These students were highly integrated in their school community, whereas the students in the high-income group were socially isolated from both peers and teachers. Both groups exhibited issues of poor fit within their schools: autonomy and competence for both, relatedness for students in the high-income group. Attention to these issues will help support these students in achieving their potential.