This study aimed to identify factors in school physical and social environments that may facilitate or compete with programs and policies to improve student physical activity and nutrition. Focus groups and interviews were conducted with students, faculty, and staff of two public middle schools. Participants identified numerous aspects of the school environments as significant. Competition, teasing and bullying, time, and safety were described as major barriers for students to be physically active during physical education class, on sports teams, and before and after school. The quality of the food served, easy access to nonnutritious snacks, limited time for lunch period, and weight concerns emerged as significant reasons why students do not eat nutritious meals in school. When developing programs and policies to improve the health of students, environmental influences that undermine efforts to improve student health behaviors must be addressed.