This study explored students' perceptions of what engages them in high school and their perceptions of how standards-based reform affected their learning. We interviewed 33 students from seven comprehensive high schools in metropolitan Virginia. Even though students indicated more engagement when instruction included authentic learning experiences and challenging activities, the implementation of state standards of learning (SOL) reportedly caused a "rushed" learning environment. We concluded that an unintended negative consequence of Standards of Learning may be that the quality of instruction is less engaging to students.