Drawing on data gathered during a seven-month study of the literacy practices of a group of White, working-class girls who have successfully navigated their high school's English curriculum, this ethnography investigates (1) how gender and class influenced the girls' uses of literacy in the classroom and (2) how the girls used texts from English class to construct gender. The study is grounded in constructivist and feminist theory to understand literacy events. Findings suggest that these working-class girls used literature in the English classroom to "get ahead," which meant developing a discourse of a "Good Student," which included hard work, goal orientation, participation, and silence in order to succeed. This strategy often came at the expense of engaging with the texts and expressing opinions. As a result, the girls frequently did not take up literature at school in ways that contributed to a critical understanding of gendered roles in society and the ways these roles might serve to empower or restrict them as women. The girls had begun to recognize and regret this loss of voice but felt that it was in their best academic interest as a Good Student to remain silent. (Contains 2 tables.)