When asked to discuss their middle school language arts classes, talented eighth graders identified concerns and made suggestions for their teachers. Students voiced desire for choices in selecting reading materials, writing topics and genre. They preferred having extended periods of time to engage in reading and writing activities, rather than short, disrupted periods. As expected of middle level students, they prefer activities which allow them to talk to peers and work cooperatively. In addition, they appreciate instructional tasks which are grounded in the real world and which allow them to think critically. Students' comments and suggestions are presented in their own words. (Contains 2 figures.)