Despite the ruling of Brown vs. The Board of Education of Topeka, segregation in schools is still quite visible with suburban schools educating a student body of more than 70% White and urban schools comprised of mostly Black, Hispanic, and Asian students. Ideally, a school should dispel social and structural inequities through curriculum and quality resources, but fallibly, schools continue to be the vehicles to maintaining the status quo. Students who develop critical awareness and cultivate a critical literacy stance can become agents of change toward a more democratic society. In the current study, urban upper-elementary-age students were asked to engage in a critical literacy event by critically examining the power positions of characters in books that depict historical social injustice. The six female participants met in several sessions to read books and a newspaper article, use a critical reader response tool, and then engage in critical conversations about the books' characters. Their dialogue was recorded and analyzed using a critical discourse qualitative methodology. The findings show that older elementary students are capable of seeing multiple perspectives of an issue and can explain characters' power from born from privilege and fueled by fear and how a shift in power may …