Increasing Black and Latino college students' engagement is a primary concern of critical educators who seek to advance their students' critical literacy skills. There is a growing amount of these students who appear unable to successfully perform literate acts inside the academic space. However, these same students have rich literate lives outside of the classroom which forces the questions, where is the disconnect between the out-of-school literacy acts and those inside the classroom, and what happens when the border between in and out-of school is blurred, allowing students to bring their outside knowledge and practices into the classroom? This dissertation explores those questions by examining the experiences of three students and their instructor in a Freshman Composition classroom where popular culture is regularly incorporated into the curriculum in an attempt to engage students. The current theories have been insufficient in understanding the impact popular culture has on student literacy, as the focus has historically been on situating literacy practices within specific contexts, either out-of-school or inside the classroom. There is also not adequate understanding of Black and Latino students' reactions to the incorporation of pop culture in academic spaces. Through an expansion of the theories of space, race, literacy and popular culture to create a lens I call critical spatial literacy, this study seeks to answer the following questions: 1) How do students' experiences and understanding of space (in and out of school) shape their conception and practices of literacy? 2). How does the insertion of pop culture and other out-of-school knowledge/texts into the classroom space affect students' academic engagement and/or resistance. Through ethnographic methods and Critical Discourse Analysis this work both documents and describes the students' responses to lessons that challenged their concepts of appropriate textual use in an academic space, and the formal results of their literacy practices. In profiling the students' creation of a third space (Bhabha, 1994; Moje et al, 2004) inside the classroom, this study seeks to expand the notions of space and composition, and to inform new pedagogies that utilize and respect the beliefs, experiences and practices of urban students. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]