The disclosure relates to an in-wall speaker system, specifically a system that is not readily visible and mounted in a room. The in-wall speaker system is comprised of a base frame that is adapted to be mounted between support members of a wall. The in-wall speaker system further has a speaker assembly mounted to the base frame and an active member that has an outer surface which is substantially coplanar with the surrounding wall section and in one form extends slightly outward therefrom. The base frame, speaker assembly, and the active member cooperate to form an acoustic chamber that is positioned behind the inner surface of the active member. Acoustic energy is transferred from the speaker assembly to the active member where the sound is produced therefrom to the room.