Middle schoolers are developing skills for learning. Part of those skills is learning how to be an active participant in class and take control over their classroom behavior. Students who are not actively listening or participating are not internally motivated to learn the material. It was my hope that by reflecting upon their participation each quarter with a series of questions to answer about their behavior, they will be more aware of how to improve in listening, and thus comprehension skills. I analyzed the number of referrals, garbage duties, and parental conferences based upon misconduct and compared that to this years. Unfortunately the numbers stayed about the same. I had three parent emails, four garbage duties, two detentions, and one referral to the vice-principal. This means that my system of having them reflect upon their classroom participation did not make a difference in those students who are likely to put being social priorities ahead of the learning. Middle school is a time, particularly at seventh grade, when peers become extremely important. I did however interview a female seventh grader who reported that she daydreamed less and realized more what active listening means. I interviewed another female seventh grader who is an A student who said that she loved Spanish because she gets her rewards (meaning points and thus teacher recognition) for being a model student. The result is that those students who are on task feel rewarded for being so. Those who are not on task were not changed by this activity because they place too high a value on socialization during class time. However, this realization of the overall importance of socialization has led me to have more skits and role-plays in front of the class, their peers. If students realize they will be performing for their peers, they are more likely to place a bigger effort on creating an end-product worthy of presenting, and not spend the time otherwise wasted by fooling around. Therefore, this project has given me ideas on how to use the importance of peer relationships to better motivate middle school learners. One idea for those who do not do their homework, is to have them do it in class, separately, while those who did their homework enjoy a more interactive lesson, such as a game. Those who are off task by constant chatting to neighbors are asked to sit apart from the group, in special seating without a partner until they usually plead that they will be compliant after sitting apart for two or three days. Tactics such as this are external motivation for students who are off-task because they are internally motivated by peer relationships, not the learning of the material or the external reward of an A. (Contains 1 chart.)