Educators' efforts at fostering social and emotional learning are grounded in, and closely related to caring: a belief that developing social and emotional skills will help students to flourish both personally and academically. Yet, research has shown that many middle grades students do not feel cared for in school and find educators' efforts at caring alienating and inauthentic. This is particularly true for students from traditionally marginalized groups. One reason is educators struggle to balance caring with their positional and relational power. This study examines how students perceived the efforts of staff members in two diverse middle schools as they sought to balance caring and control in their efforts to practice social and emotional education. We suggest key intersections of care and control that underpin equitable social and emotional education.