This exploratory study examines the attitudes of 125 limited English proficient (LEP) students in an inner city middle school in Los Angeles. Although these students have completed bilingual or ESL programs in elementary school, they enter middle school with poor English literacy skills—all scoring below the 36th percentile on the Total Reading and Total Language parts of the California Test of Basic Skills (CTBS). A teacher-researcher team conducted a survey to see if students’ attitudes would provide insights into their poor literacy skills. The study probes attitudes toward using English in the classroom—feelings about class, peers, and parental involvement—and learning goals. The paper describes findings in which students’ positive attitudes toward English and school contrast with negative attitudes toward parent and teacher involvement and a limited awareness of literacy difficulties. Further, students’ attitudes contribute to their maintaining an environment limited to the fossilized English input of peers. The authors provide suggestions for working with students’ attitudes and for heightening literacy awareness.