Little research has been directed at the psychological development of poor women. So as to better understand this group, the results of a qualitative study of 20 white, semi-rural women receiving Aid to Families with Dependent Children (welfare) are reported in this paper. All of the women were completing a two-year college degree. Their process of psychosocial transformation is the focus of this research. Each participant was invited to tell her story as a woman, as a student, and as a welfare mother. Results show that nearly all the participants depicted themselves as objects subjected to the power and control of men and social institutions. Their narratives spoke of devaluation and subordination, evidenced by sexual and physical abuse, male violence, and institutional contempt. A clear correspondence between the control and devaluation the participants experienced and their expressed fears, self-blame, and feelings of worthlessness, stupidity, and incompetence emerged. Most of the women described three critical turning points in their self-transformation: motherhood, betrayal by mates, and higher education, all of which challenged their existing definitions of self. Their stories describe a process of self reconstruction amidst the constraints of male power and control. (RJM)