This article discusses the story of a middle school teacher and her reading class frustrations. She faces the reality that her class of 23 students hates reading, despite her enthusiasm and attempts to motivate them. However, she discovered that the literacy program she was using was not the way she had been taught in her preservice classes or the way she wanted to teach. The current program assumed that the students were at an independent level so they needed very little encouragement to read. As a result, she spent the majority of her time in reading class dealing with disruptive students and students who refused to read or write. This article questions whether the structure of the reading class promoted failure or met the needs of the students. The authors suggest that a teacher must have some understanding of the needs of middle school students when making decisions about instructional practices. According to Irvin (1998), a teacher needs to accommodate the following needs of students: (1) the opportunity to work in groups (social needs); (2) a vehicle for connecting new information to what is already known, thus helping students to feel more confident about learning new material (cognitive and emotional needs); (3) experiences in abstract thinking that may help students move gradually from the concrete to the abstract levels of reasoning (cognitive and moral needs); (4) an opportunity to move and change activities (physical needs); (5) successful experiences, which help students feel better about themselves as learners (emotional needs); (6) motivation to learn because these strategies involve elements designed to heighten students' curiosity about the subject (emotional and cognitive needs). The authors conclude that teachers could influence their student attitudes toward reading in a positive manner by providing support and encouragement while actively engaging their students. (Contains 3 figures.)