This constructivist grounded theory study examined how Queer Men of Color in culturally-based fraternities made meaning of their masculinities. Through two intensive interviews and a reflection journal activity, nine participants shared their constructions of masculinities before joining a culturally-based organization and how their thinking changed after affiliating with a fraternity. Specifically, Queer Men of Color first spoke to pre-collegiate experiences that largely shaped their views of masculinities. Next, participants discussed how culturally-based fraternities both reinforced hegemonic masculinity, as well as opened up the possibilities to construct a more productive view of masculinities. Implications are then offered for chapter advisors, fraternity and sorority life, and national organizations.