The middle school general music class is a course that holds many possibilities and challenges. In this research-based article, teachers are encouraged to "teach for transfer," to create worthwhile learning activities that prepare students for music making in the adult community. Three needs of the middle school music student are discussed: active, hands-on learning challenges, which involve the student in music-making; in-depth exploration of focused listening, which acquaints students with the availability of listening opportunities and teaches them what to listen for; and opportunities for social connection, drawing together students and teachers in a community of music makers.