Some schools across the country have recently reduced the time and frequency that students spend participating in physical education. During the school day children spend considerably more time sitting and listening than they do moving and being physically active. Devoting more time to academics may be producing more knowledgeable and academically gifted students, but increasing the time that children spend being physically active and learning movement skills would enhance students' knowledge even further. Lack of physical activity is a risk factor for developing cardiovascular disease, which suggests that increasing the physical activity level of children is critical. A goal of most physical education programs is for children to be physically active. Elementary-aged children typically want to come to physical education class and are active and willing participants. As students move in to middle school however, they tend to be less active and less motivated to participate in physical activity. It can be a challenge for teachers at this level to identify relevant content, motivational teaching strategies, and exciting learning experiences that draw students into active participation. This article will describe learning experiences that use pedometers to promote physical activity in middle and high school physical education. (Contains 6 figures.)