This article describes one urban classroom and the language and literacy practices jointly constructed by a veteran urban teacher, Lynn Gatto, and her 3rd grade students. Drawing from two ethnographic studies of Gattos 2nd-4th grade looped classroom, we argue that Gatto and her students use the interplay between strategies and tactics (De Certeau, 1984) and between disruptive and contained underlife (Goffman, 1961), or what we are calling tactical underlife, to construct their own spaces of resistance to the constraining demands of the standardization and accountability movement.