Utilizing critical and sociocultural approaches to teaching and learning, this article presents data from seven middle grade students at a Title I school regarding their experiences in a student-constructed learning group. Findings reveal students' desires and abilities to constructively participate in work with others that runs contrary to common "best practices" in student grouping. Dialogic examples of student voice illuminate possible alternatives in grouping that empower students and create student communities of practice (Wenger, 1998). While much professional conversation around grouping students would suggest that the group of seven was too big to succeed, the author's contention is that they were too big to fail. (Contains 1 footnote.)