Throughout this group of authors' respective experiences as middle school teachers and teacher educators, they have worked with diverse populations of students with varying beliefs about education--students for whom achievement and success are perceived as foregone conclusions, students for whom school is viewed as a pathway to a better life, and students for whom school is believed to be one more trial to be endured. These latter young adolescents from an urban school, and their experiences with literacy specifically, are the focus of this article. A project that emerged from a shared concern that too many middle school students are not learning to think critically about what they read, write, and experience is described. The power of this project with these students is additional evidence that academic success is within the reach of all young adolescent learners if middle level educators are willing to remember that teaching is more than testing and learning is more than answering questions.