Gender in physical education (PE) traditionally enacts discourses of hegemonic masculinities where girls are frequently positioned as the 'problem' regarding their disengagement. The purpose of this qualitative study was to examine the experiences of mostly ethnic minority and low-socioeconomic status elementary school girls enrolled in an urban physical activity (PA) and literacy afterschool program, known as REACH. This case study purposefully sampled 12 female participants and data were triangulated through interviews, journals, and field notes. Data were analyzed using constant comparison and open/axial coding. Both school and school PE were conceptualized by the girls as marginalizing, as they regularly disengaged. Further, the girls received implicit messages related to what it means to be a girl in both school and PE contexts. The gendered meanings idealized by participants represent constraining discourses and stereotypes regarding embedded femininities. However, participants were able to reject some gender stereotypes, reflecting a sense of autonomy in their lived experiences from the REACH program. The implications of this study represent the need for research which constructs gendered experiences as fluid, along with the potential importance of afterschool programs in empowering marginalized students.