This five-month qualitative study explored the fluctuating participation and constructions of self of two African-American boys across a variety of literacy events in a third-grade classroom. The boys' experiences prior to their arrival in the classroom afforded them particular kinds of capital but not necessarily the capital privileged in schools. In particular, they struggled with reading and were identified as resource students (i.e., students in need of supplemental instruction). Thus, in many ways, they entered school at a disadvantage. The teacher played critical roles in mediating the boys' participation and their opportunities to reconstruct their identities. Data sources, including expanded field notes, video- and audiotape records, teacher interview transcripts, and artifacts were analyzed using the constant-comparative method, cross-case analysis, and discourse analysis. Guided by notions of cultural capital, positional identities, improvisations, and teacher scaffolding, data analysis occurred in two broad phases: across multiple events and across literature discussion group sessions. Analysis yielded three factors related to their participation: academic requirements, relationships with others, and degree of choice in the task. Of the classroom events explored, literature discussion groups, in particular, offered opportunities for the boys to participate in more active ways. Analysis across literature discussion groups revealed two barriers the boys had to overcome to be recognized as legitimate participants: preparation for the literature discussion groups and learning the conversational norms. The teacher's strategic and timely scaffolding helped the boys negotiate these barriers, making possible important moments when their capital was legitimated and their contributions to the group recognized.