This critical participatory action research study sought to understand what happens when students' interest and experiences with popular culture are integrated into a standards-based sixth grade English language arts curriculum. Multiple data sources were analyzed using the theoretical concept of third space. Findings showed that (a) a democratic, collaborative learning zone was established for all members of the classroom community, (b) students were successful in a curriculum that was situated in academic literacies and their popular culture interests and literacies, and (c) this experience resulted in a transformation of teacher practice. Given the current educational climate, these findings suggest the importance of fostering spaces where academic literacies and popular culture are not positioned as binary opposites; rather they are viewed as two interrelated and relevant components of a child's education. Furthermore, the findings call for an emphasis on pedagogy to produce powerful learning experiences, drawing upon popular culture funds of knowledge as assets for learning.