This paper presents a model of student thinking and behavior that depicts students as active participants in the classroom who affect classroom events as much as they are affected by them. Research evidence suggests students’ entry characteristics and their initial beliefs, attitudes, and values concerning school and physical education are influenced by the students’ social and cultural landscape. These variables shape students’ thoughts about what physical education is or should be, what their roles as students should be, how they should approach the content offered, and what their chances of success might be. Although student attributes and beliefs help shape initial acceptance of and interactions with the content and processes of instruction, there are things teachers can do to enhance the quality of students’ learning. The environment can influence student perceptions by promoting challenge, emphasizing mastery, and offering opportunities to engage in tasks that are meaningful and valued.