This study discusses my attempt to improve educational experiences of fifth-grade students living in public housing. The context of a social justice-oriented classroom is revealed through reconstruction of my thought processes while teaching and learning with students. The narrative portrayal that emerges demonstrates the impact our theorizing together had on our growth, outlook, and learning in an effort to make substantive change in the community. Although this curriculum was not explicitly grounded in a service-learning framework, the processes, activities, and results of the classroom typify the potential and possibilities of a justice- and service-oriented elementary classroom. Reflections of classroom occurrences and struggles I engaged in privately and with students are conveyed through vignettes of the change-focused, integrated curriculum based on students' priority concerns--particularly the attempt to replace their dilapidated school. The role of theorizing with students and curriculum realizing democratic principles in a poor neighborhood is depicted.