The purpose of this study was to describe how relationships between student teachers and pupils were constructed within the context of the middle school classroom. The questions guiding the study were: How do student teachers develop relationships with pupils in their classes? What factors in the teaching and learning environment influence the development of these relationships? How do these relationships influence the student teaching experience? This study was a qualitative case study. I observed and interviewed two middle school student teachers as they participated in their student teaching experience. Data include observations of student teachers as they worked with their pupils during typical school activities. In addition, interviews were conducted with the student teachers and the cooperating teachers of the two student teachers. All transcripts of interviews, observation notes and other field notes were analyzed for salient categories and subsequently major themes were developed (Patton, 1990). The findings of the data analysis indicated that the student teaching relationship building process could be explained within the five phases of relationship building (Levinger, 1982,1983). These five phases are: acquaintance, buildup of relationships, continuation and consolidation of relationships, deterioration and decline of relationships and the ending of relationships. Within this framework, relationship building between student teachers and pupils emerged as a multi-layered process, that includes such interactive factors as the educational history of the student teacher and their self-image as a teacher, knowledge of middle school pupils, tendency for self-disclosure, the demonstration of care and concern, extent of lesson planning and finally, classroom management. Suggestions for further research include such ideas as a study of relationship building with first year teachers and how relationship building would differ from a variety of student teaching experiences. Implications for the practice of teacher educators are that specific experiences need to be planned for student teachers that increase awareness of and strategies for building relationships with learners.Ed. D.