Although, Foucault’s concept of power has been aptly utilized in post-structural qualitative PE research in recent years (e.g. Gore, 1998; Kirk, 1997; Webb & Macdonald, 2007; Webb, McCaughtry, & MacDonald, 2004; Wright, 1997, 2000), power as producing pleasure is noticeably absent in this body of research. Indeed, Gard (2008), Booth (2009) and Pringle (2010) argue that if critical PE scholars want to change the social influence associated with dominated discourses of masculinity, there is a need to examine the discourses of PE pleasure. This paper explores how boys’ performances of gender in PE articulate with pleasure. By drawing on ethnographic data from an all-boys’ high school I use Foucault’s (1985) discourse/power/pleasure combination to make meanings and understand the boys as masculine subjects. The findings from this study demonstrate how some boys find intrinsic pleasures (e.g. ‘being part of a team’ and spending ‘time with your mates’) and/or ‘emotional’ pleasures (e.g. ‘PE is fun’ and ‘I love PE) from being involved in these activities whereas others seem to be relating their pleasures to instrumental/developmental goals based on discourses of fitness, health and sport (e.g. ‘getting fit’, ‘being healthy’ and ‘better at sport’). Other pleasures seem to stem from constructing themselves in accordance to discursively constructed norms of boys, masculinity and sport. In sum, this paper draws attention to pleasure as an educational, productive practice in boys PE while at the same time offering a critique of such pleasurable moments within this context. That is, PE teachers need to be aware that they are not only enabling boys’ (and girls’) gendered experiences of pleasure through, for instance, play, games and sport, but they are also influential in shaping their understandings about the gendered pleasures (and displeasures) of these.