This qualitative study uses an analysis of literature circle discussions to illuminate larger issues of gender and social class for a group of fifth-grade students. By examining how four students were positioned and positioned themselves within these literature conversations, I demonstrate that the roles reproduced certain gender- and class-specific storylines. These storylines served to empower the girls' literacy development, while simultaneously disempowering the literacy development of the boys. I draw upon positioning (Davies & Harre, 1990), voicing (Bakhtin, 1986), and power (Foucault, 1977) as lenses to analyze the students' discussions of literature. I then connect these discussions to larger cultural storylines in order to demonstrate the connection between these small literature circles and greater gender and social class influences.