Background: Part of a special issue on the high-stakes testing opt-out movement, this article focuses its analysis on the movement within New York State, and examines white privilege and power within one specific organization, the NYS Allies for Public Education (NYSAPE). Specifically, I examine how the public-facing work of NYSAPE addressed (or ignored) race and/or racism in their efforts to resist high-stakes testing. I also ask, in what ways do their public stances affirm and reinforce white privilege and power? Purpose: I explore the opt-out movement in New York State, and argue that it is a movement that has been largely dominated by white privilege and power. Employing critical race theory (CRT; Bell, 1980, 1992) as analytical and methodological tools (DeCuir & Dixson, 2004; Yosso & Solórzano, 2002), I briefly examine the development and policy positions of NYSAPE, a coalition of grassroots parent, educator and community organizations. Research Design: This qualitative case study focuses on NYSAPE and employs critical race theory as a methodological and analytical framework, with specific emphasis on whiteness as property (power) and interest convergence. Conclusions/Recommendations: The paper aims to engage the opt-out movement in considering how its (in)actions are shaped by racism, a deeply entrenched element in our society, and pushes the movement to take a more liberatory stance for all children. Leaders within the opt-out movement, particularly in predominantly white and middle- to upper-class communities, have to examine their complicity in perpetuating racial inequities.