Purpose: Grounded in Control-Value Theory, this study aimed to investigate the relationships between emotional antecedents (control-value beliefs) and emotions with students' perceived self-esteem and physical activity intention. In addition, the potential differences in antecedents, emotions, and outcomes by gender were explored. Method: Multivariate analysis of variance and multiple hierarchical regressions were used to explore self-reported responses from middle school students (N = 247; 51% male, 49% female). Results: Preliminary analysis showed males reporting higher levels of intrinsic value, enjoyment, and self-esteem, while females reported more boredom and shame in PE. Control beliefs and intrinsic value were maintained as positive significant predictors (p < 0.05) of self-esteem and physical activity intention. Emotions of boredom and shame were significant predictors above any positive reported emotions for negatively impacting self-esteem and physical activity intention. Discussion/Conclusion: Emotions and their antecedents need consideration for understanding student motivation, particularly for female students who are more vulnerable to negative PE experiences.