Research on subject matter instruction across the 20th century (e.g., Stevens, 1912; Bellack, 1966; Hoetker & Ahlbrand; 1969; Gall, 1970; Langer, 1999; Mehan, 1979; Nystrand, 1997;) reveals a preponderance of teacher-directed lecture, recitation, and round-robin reading of text in place of instruction that focuses on reading-to-learn, thinking, and transforming information into meaning and understanding (Durkin, 1978-79; Langer, 1999; Blanton & Moorman, 1990; Wood & Muth, 1991). This kind of instruction persists despite the fact that observations of higher performing schools indicated the tendency to organize instruction around meaningful learning communities with extensive interactive discussion of material read (Langer, 1999; Myers, 1996; Wenglinsky, 2000; 2004). The purpose of this essay is twofold: (a) to argue that a great deal of reading instruction fails to meet the multiple and complex literacy needs of most middle school students, and (b) to propose a new orientation for thinking about middle school reading instruction. We begin with a discussion of research findings on classroom reading instruction, followed by an exploration of issues central to the problem. Then we propose what we have titled the basic literacy activity, a conceptual tool for thinking about and arranging middle school reading instruction. We end with an overview of selected instructional strategies that exemplify the characteristics of basic literacy activity.