Children in elementary schools think, talk, and reason in big ways that reflect how they live and experience race, racism, and racialization. Some elementary school teachers -- or critical-race teacher change agents -- intentionally include this work in their classrooms. My aim is to find out what motivates critical-race teacher change agents to challenge Whiteness in their classrooms and understand what they say they do to challenge Whiteness with young children. An emphasis on racial-justice work in elementary schools has often been overlooked by teacher education and has been further pushed back by the recent backlash on critical race theory across many states. The data for this study was collected qualitatively through interviews and document analyses followed up by iterative coding before co-constructing a grounded theory. The motivations found to drive the work of critical-race teacher change agents stem from different forms of racial witnessing, understanding that Whiteness is not monolithic and static, and that Whiteness reshapes in proximity to other forms of Whiteness, Blackness, and racism. Critical-race teacher change agents say that they work with children rather than on them by innovating curriculum, reflecting on their practices, using children's storytelling as texts to analyze race and racism, holding White kids in discomfort, leveraging White vulnerability instead of White fragility, and not waiting for racist incidents nor crises before talking about race and racism. The findings indicate that challenging Whiteness in elementary schools with young children is happening due to the work of critical-race teacher change agents. These folks are committed to co-constructing knowledge with their students and believe in young children's capacities. These teachers also really listen to their students without codifying what they hear but holding space for the reasoning and communication of young children. Teacher education has to include what motivates critical-race teacher change agents and how to develop what critical-race teacher change agents say they do across pre-service teachers so that they can better work with young children. [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.]