Low-income male students of color are among the populations experiencing the least amount of success in the current arrangements of school, described by some as part of the "the boy crisis" in education. This article draws on a year long ethnographic study of a single-sex, all-male classroom in a public middle school. It explores their experiences in a Humanities class (Language Arts and Social Studies) where, with their teacher, the boys gradually constructed a collective sense of collaboration and achievement. The paper responds to Gutierrez's (2008) call for a new vision of educating youth that includes redesigning what counts as the teaching and learning of literacy. The authors, using Gutierrez's conception of "a third space" as well as work by Freire (1970, 1994), describe how this class recreated their classroom space in the midst of school wide practices and curricula driven by high-stakes assessment.