This study examined the engagement and disengagement of passive middle school students with minimal attendance and behavioral deficiencies, but that demonstrate academic difficulties in English language arts or mathematics. An exploratory methodology was chosen due to the relative sparse research available in this area, and also to better understand and define the phenomenon of these passive students. This study focused on three research questions:1) To what degree do passive students demonstrate autonomy in the classroom? 2) To what degree do passive students demonstrate maladaptive cognitive and behavioral dimensions? and 3) How do passive students describe a supportive teacher? There were eight middle school students from Southern California that took part in this study. Each was given a motivation and engagement survey and also interviewed regarding their views on their own autonomy and perspectives on a supportive teacher. The study’s findings suggest that these students demonstrated moderate to low levels of autonomy in school and average disengagement. Regarding overall positive motivation, however, half of the participants scored below average, with the majority of students also scoring average or below in the subcategories of Valuing and Learning Focus. The students’ perspectives on a supportive teacher were consistent with research in this area. Specifically, three main themes were identified related to the students’ perceptions of a supportive teacher: 1) the teacher’s ability to explain and scaffold instruction, 2) the willingness to demonstrate a positive and non-punitive demeanor towards the students, and 3) the ability to maintain an engaging and pupil friendly learning environment.