Thirty-one middle school students (grades 4-7) were interviewed at length about their perspectives regarding academic and social inclusion of students with disabilities; the barriers they perceive to a compassionate, inclusive learning community; and what they believe helps overcome these barriers. In discussing the inclusion of students with disabilities, participants were eloquent in their empathy for the challenges students with disabilities faced, while also articulating barriers to their willingness to include students with disabilities in their academic life based on pressures of the current school system, such as grades and pace, and the stigma associated with the presence of an educational assistant. (Contains 2 tables.)