This study examines the way that middle school students' classroom experience shapes how they learn. The ways that the culture of learning created in the classroom provides opportunities for students to learn or not learn are explored in two different instructional contexts - science and social studies. The significance of teacher and student behaviour in establishing and maintaining classroom culture is examined. Extensive qualitative and quantitative methods, and comprehensive coding and analyses of data, provide detailed accounts of individual students' experiences within each context. Interview data reveal significant differences between students' and teachers' perspectives on teaching and learning, and in the unique ways individuals experience the classroom. Findings contest the notion that differences in the way students learn is the direct result of differences in ability, but suggest that such differences are likely to result from an interactive relationship between academic ability and classroom experience. It is argued that how students learn to learn is primarily a socio-cultural process. Whether a student learns or not depends on their understanding of classroom tasks; their management of social relationships; the extent to which they share the cultural understandings and prior knowledge of the teacher and other students; their social status, and the opportunities they take or create for their own learning. The implications are that in order to increase the effectiveness of classrooms, changes are required in the ways classrooms function. Constructivist principles articulated by teachers need to be implemented in their practice. Opportunities for all students to be agentive in classroom decision-making processes, and the provision of opportunities for cognitive engagement in authentic tasks within an inclusive community of learners, are discussed.