This qualitative study explored fifth graders' perceptions of their mathematics learning within the context of a reform effort. Students' voices are the focus of this study due to the paucity of literature on student learning from the students' perspective (Erickson & Shultz, 1992), particularly the elementary student (Gentilucci, 2004). The participants of this study, who in the past have been given a variety of labels including "disadvantaged" or "at-risk," clearly articulated, even in nonstandard English, their perceptions of their mathematics learning. They passionately explained what helped them learn mathematics as well as what impeded their mathematics learning and were often incredibly insightful in their commentary. In an effort to hear and present the student voices, the data gathering methods used in this study included the use of focus groups, one-on-one interviews, and classroom observations as well as the use of a student survey. Several ethnographic methods and practices were employed to help ensure the credibility of this study, including triangulation and member checking. Data analysis involved a highly detailed, organic process which culminated in the emergence of a number of significant themes involving students' perspectives of mathematics, their mathematics experiences prior to fifth grade, and finally their perspectives of their learning during the first year of a mathematics reform effort. A number of valuable lessons learned as a result of this study are presented and translated into implications for the elementary mathematics classroom. These lessons, based on the students' own voices, urge teachers to prioritize mathematics instruction, effectively utilize manipulatives, games, and alternative algorithms as well as encourage classroom discourse about mathematics. If teachers would follow this outline, provided by the students' voices, students' mathematical power will be more deeply realized. Additionally, the promise of true reform due to the transformational power of students' voices is discussed and the possibilities defined.