The goal for physical education (PE) is for all young people to learn to value a physically active life. Young people enjoy PE, yet there are those who lack motivation in PE. According to previous studies there is a lack of research about the learning environment in PE and how it affects students’ motivation and sense of meaningfulness. The purpose of this study was to highlight middle school students’ perspectives and attitudes of their learning environment. Three focus groups, with students from three different classes, at the age of 15, with a mix of both girls and boys, were interviewed. By using qualitative content analysis and applying the sociocultural perspective to the result, this study shows that depending on the physical environment students experience PE as limiting or developing. The students also prefer more variation when it comes to the curriculum and that the grades are important for their motivation. The relation to classmates and teacher were also seen as important to create a safe class environment. In conclusion the students’ express that the learning environment can make a difference to how they perceive and experience PE and has a strong connection to their motivation and sense of meaningfulness.