This qualitative study investigates rural middle school students' perceptions of academic engagement. Participant-produced drawings (Kearney & Hyle, 2003), integrated with a series of semi-structured interviews (Patton, 2002), served as the primary data collection techniques. Twenty middle school students participated, stratified for socioeconomic status, grade level, gender, history of academic achievement, and school type. Findings indicate students strongly perceived the social conditions of the classroom as influencing their academic engagement, positively through an authentic community and leadership opportunities; and negatively through distraction and the judgment of peers. (Contains 1 table.)