Drawing on data gathered during a fourteen-month study of reading practices among poor and working-class girls, this essay explores the challenges of creating a responsive and critical reading pedagogy across boundaries of class. Set largely in a summer and after-school reading program for pre-teen girls, the study addressed the question of how a pedagogy centered around literature might accord the possibility for girls to read, speak, and value in more than one class-specific voice. The complexities of creating such a critical reading project are explored through narratives that chronicle the interplay of the material, the psychological, and the discursive in girls' textual preferences and literary responses. Assuming the dual voice of teacher and ethnographer, the author argues for a new poetics of inquiry that can convey the nuanced complexities of reading, voice, and psychological experience among girls growing up in working-poor America.