This case study explores how students disaffected with their school experience were scaffolded during their participation in a middle school mathematics classroom. Of particular interest was the level of student engagement in discussion about the mathematics being presented by the teacher and the approach to doing mathematics being displayed by the students. It was found that scaffolding students' participation in middle-school mathematics promoted student engagement in discussion about mathematics and in the doing of mathematics. This was evidenced through increased participation by students in classroom discussions about mathematics, in the making and testing of conjectures related to mathematics tasks, and in the quantifying and modelling of mathematical tasks.