DescriptionAdolescence is a particularly vulnerable period for girls because they are more likely than boys to lose confidence in math and science, report higher rates of body dissatisfaction, and experience an overall loss of voice. As a middle school teacher I watch too many of my female students become riddled with doubt and insecurity. The purpose of this qualitative case study was to use an after school girls’ group as a venue to study what happens when girls examine and talk about gender messages. Three research questions guided this study: What is the Girls’ Group curriculum? How do girls talk about gender in the critical gender group? What do girls say they learned from participating in the group? Thirteen adolescent girls from my school were purposefully sampled to participate in this study. In keeping with a case study design, I collected multiple sources of data including observations, students’ reflective journals and focus groups to build a descriptive portrait of what took place in Girls’ Group. The data was sorted as it fit with my research questions and analyzed utilizing both deductive concepts drawn from the Developmental Systems Approach (Galambos, 2004) and inductive constructs. Findings were validated through triangulation and peer review. Through careful examination of the girls’ talk and action, it was found that the curriculum of Girls’ Group enabled girls to learn how to identify gender messages from a range of texts spanning the media, their families, peers, and themselves. As the term progressed, the girls recognized how specific messages reinforced larger gender discourses including female physicality and heterosexualism and began to challenge those discourses. However, the curriculum and pedagogy employed in Girls’ Group did not help girls to take action in their lived worlds in part because the program was not long enough in duration to enable girls to feel safe enough to move from challenging gender within Girls’ Group to their own lived worlds. The findings of this study broaden the limited literature on gender interventions with adolescent girls and will be used to revise the implementation of other kinds of gender groups at my worksite.