To inform teaching practices, we examined elementary learners who were anxious-withdrawn within their naturally occurring affiliation groups at school. Hypotheses addressed the degree to which affiliation group characteristics moderate the relation between individual levels of anxious-withdrawal and internalizing distress. Data from 447 fourth and fifth graders who belonged in peer-reported affiliation groups at school were used. Peer reports assessed the degree to which participants' affiliation groups were characterized as anxious-withdrawn, fun, and agreeable along with individual levels of anxious-withdrawal. Students also self-reported social dissatisfaction, and teachers reported students' internalizing problems. Results indicate the impact of poor person-group fit on distress. For children with higher levels of anxious-withdrawal, affiliating with peers who have perceived socially desirable characteristics is associated with more internalizing distress and social dissatisfaction. In contrast, affiliating with anxious-withdrawn peers predicts increased distress only for those with low to average levels of anxious-withdrawal. Implications for peer-partnering in classrooms are discussed.