The paper describes how middle school students appropriated and transformed a particular learning experience in an afterschool literacy program in Philadelphia. The learning experience was designed to ensure that urban African-American, middle school girls had access to technology and learned how to use it to create a web page that showcased future career aspirations. The program’s director enlisted the help of male, Caucasian high school students from the suburbs of Philadelphia to facilitate the technology learning experience for the middle school youth (both girls and boys were in the