Empowering settings are important places for people to develop leadership skills in order to enact social change. Yet, due to socio-cultural constructions of childhood in the US, especially constructions around working class and working poor children of Color, they are often not seen as capable or competent change agents, or in need of being in empowering settings. Based on a 9-month participant observation study of a first grade public charter school classroom in central California, this paper examines how one teacher used an alternative, artist-focused curriculum to take steps to facilitate a more empowering setting for her working class and working poor students, most of whom were Latina/o. We illustrate how this teacher worked to implement the components of an empowering setting within her classroom space: community building, peer-based support, meaningful roles, and shared leadership among her students. Student and teacher interviews are also used to triangulate findings. Implications include providing ways to assist young children as they become social change agents.