This qualitative study examines the ways in which 23 early adolescent and adolescent girls and their literacy teacher co-constructed, participated in, and experienced an after-school book club located in a school setting. The book club met biweekly to discuss a student-selected text (e.g., fiction, non-fiction, song lyrics) over the course of one academic year. Using ethnographic methods, I explored what happened in the after-school book club, and how the girls’ race, gender, and class identities informed their readings of texts and emerged in their talk. From the data I identified several critical themes and learnings. First, the girls understood, talked about, and practiced reading as deeply relational and embedded in human relationships. Social relationships, family networks, and peer groups were identified as important factors that motivated the girls to read, and that sustained the girls’ commitment to reading. Second, the social aspect of book clubs—reading with others—fostered critical readings of and deeper engagement with texts. In and through reading and talking together, the girls reflected on, questioned, and debated the role of race, gender, and class. The girls also initiated and sustained conversations that reflected the ways in which they understood themselves, other people, and their worlds. As readers the girls assumed a critical inquiry stance, inquiring into and grappling with difficult social and economic realities. Third, the girls assumed a range of roles and responsibilities for forming and sustaining the book club. Lastly, the girls demonstrated their understanding of in-school and out-of-school contexts as reciprocal–i.e., that texts, social practices, knowledge and identities travel between and across contexts. The implications emerging from this study are relevant to the work of teachers, researchers, literacy-curriculum writers, after-school program coordinators, and others committed to supporting adolescent learners in both in-school and out-of-school settings. This study can prompt educators to re-imagine and reconstruct learning environments—both in and out of school—that can engage, challenge, and inspire adolescent learners. It can also generate conversation within the education research community about the possibilities and challenges involved in studying after-school spaces of literacy learning and engagement.