Middle school students need to develop self-esteem, flexible and inquiring minds, relatively close human relationships, and a sense of belonging and purpose or usefulness. This paper discusses an effective middle school activities program at the Leawood Middle School in Leawood, Kansas, which helps meet these identified needs. The Leawood program includes the following components: an advisor/advisee program coupled with public service projects (60 projects underway); student government; interschool atheletics; drill team; cheerleading; performing arts; an intramural program; and the PACE (Participatory Activities Create Enjoyment) program. PACE, which is described in detail, combines the components of a school club program with a formal school academic competition program and offers activities that are age level appropriate. All students are involved for a minimum of 25 minutes on every Friday morning of the school year. The activities have proven to be educationally beneficial and participatory in nature. They enhance self-confidence and, in low-stress situations, enable the students to learn about teamwork and the importance of cooperation and mutual support. (LL)