This article describes one middle school teacher’s use of literature circles using heterogeneous grouping. It begins with a brief rationale for using literature circles in the language arts classroom. Next, it describes techniques to form literature circles. Then, it shares how to build and establish a supportive environment within each group. It ends with ways teachers can monitor groups and offers suggestions to formally and informally assess group and individual learning. Its goal is to help middle school teachers implement group work in order to build a classroom community of lifelong readers.