This article describes a 3-year qualitative study on a English language arts teacher preparation approach that places middle school students at the center and interweaves various technologies into the study of The Outsiders. Using the ever-popular young adult novel, The Outsiders, as a nexus of literature study and an integration of technology and music, the authors created The Outsiders Project. For three years the authors produced, directed, studied, and analyzed The Outsiders Project (TOP) to determine the impact of these experiences on their preservice teachers and to examine what they learned from the middle school students. The findings reveal that the preservice teachers were very surprised to discover that the middle school students really did want to learn. Another lesson the preservice teachers reported they learned about middle school students was that all students can contribute.