This paper discusses challenges initiated by first and second generation Latino and Chinese American fourth graders in an urban elementary school, toward the perspective of California history in the mandated Social Studies curriculum. The required text highlighted significant moments in California and United States history with limited, if any, acknowledgement of the many contributions and hardships of non-European people. Through authentic dialogue (Freire, 1970) generated from the readings of counter-narratives of history (Loewen, 1995; Zinn, 1995) students recognized the exclusion of marginalized groups and questioned the validity of the text. They developed a critical perspective and constantly sought alternative sources of information from their communities, the Internet, and other texts. The classroom became a site for discussion that problematized dominant historical narratives and eventually led to the teacher's pedagogical transformation. (Contains 1 footnote.)