The purpose of this study was to describe the social interactions of students with and without disabilities in a general physical education (GPE) program. Participants were a girl with Down syndrome and mental retardation, a boy with severe juvenile scoliosis, and their 16 classmates (9 females, 7 males) without disabilities at a rural middle school. Research method was qualitative case study (Bogdan & Biklen, 1994). Data were gathered with nonparticipant observations, a behavioral coding system, and interviews. We found that students with and without disabilities engaged in mostly positive (e.g., friendly, cooperative) yet infrequent social interactions. Overall findings lend support to inclusive GPE practices. (Contains 1 figure and 1 endnote.)