Purpose/Objectives: The purpose of this study was to explore the factors impacting participation in the School Breakfast Program (SBP) for elementary school students in southeast Alabama. Methods: Focus groups were used to gather qualitative data from southeastern Alabama public school fourth and fifth grade students and their parents. Six student focus groups and three parent/guardian focus groups were conducted, from a total of five schools. Focus group interviews were transcribed and analyzed using the constant comparison method. Results: Five major themes emerged to explain why students do or do not participate in the SBP: 1) belief that breakfast is important; 2) dislike of or sensitivity to the foods offered; 3) timing and scheduling; 4) cost of the school breakfasts; and 5) stigma. The cost of the breakfast as a barrier was a surprising find; parents not qualifying for free- or reduced-price meals stated that they cannot afford the cost of the breakfast meal. Applications for Child Nutrition Professionals: Expanding the program to provide meals for all students, regardless of their family's income, could increase SBP participation and also address the stigma barrier. Improving the palatability and variety of foods offered, and allowing students who are late to still eat breakfast, may also increase SBP participation. (Contains 1 table and 1 figure.)