Music education research on popular music can be characterized by its emphasis on adolescent experiences and performance practice. In contrast, this study explored the ways in which popular music listening fostered deliberation and dialogue within a group of New York City elementary school children. Recognizing that popular music listening is a primary out-of-school leisure activity, the author used the lens of critical literacy to investigate how young children make sense of popular music, what tools they bring to their listening engagements, and to what degree their discussions exhibit elements of criticality and agency. The research site was envisioned as a democratic space in which sharing, inquiry, and negotiation informed an emergent sense of pedagogy. On a weekly basis, over the course of one school year, participants shared their favorite popular songs and facilitated dialogues around the meanings and themes of the songs. The children explored the intersections of popular music and identity, representation, and social inequity, among other themes. Participants composed original rap songs as an extension to the process of critical inquiry. Findings suggest that young children are capable of and eager to critically interrogate popular music in relation to personal and social narratives. Consequently, young children conceptualize the act of composing as an additional form of critical inquiry when it is situated within a context of critical listening. While the issue of popular music and young children is likely to remain a debated topic in music education research and practice, the findings of this study suggest that with facilitation and care, the music classroom can be an appropriate and compelling location for developing critical popular music literacy. [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.]