This article describes a four-year ethnographic and pedagogical project set in an urban community with historical ties to rural Appalachia. It begins with a close reading of pedagogical discourse situated in an after-school reading project for preteen girls. It then traces the deep roots of language seeped in class meanings--words such as "nasty" and "trash"--in the lives of girls in the project. Literary and discursive analyses are brought to bear on questions about how class relations infuse girls' negotiations of voice and subjectivity in school. Such analyses are connected to a vision of socially responsible pedagogy for working-class girls. (Contains 3 notes.)