The dissertation explores the schooling experiences of Black girls attending a predominantly white[1], elite, all-girls private school. As a project of witnessing and drawing from Black feminist theory, I highlight and draw attention to the racialization that Black girls experienced at EBS and the ways they navigated and negotiated these experiences both individually and collectively. I unpack some of the nuances that emerged through bearing witness to their lived culture and encounters within the students of color (SOC) affinity space. The principal research questions for this study are: How do Black girls navigate and negotiate racialized experiences in a predominantly white, elite, private school? In what ways are Black girls responding to these racialized experiences? How does the engagement with arts-based literacies in SOC shape Black girls’ social and academic trajectories in private schools? Accomplished through a collection of personal and cultural artifacts, field-notes, semi-interviews and narrative analysis, Black girls in this case study storied an otherwise--talking back to power structures that deemed them unknowledgeable. The findings suggest that Black girls engaged in the SOC affinity group as a space to witness humanness. I situate my examination of Black girls and their lived cultural representations in third space as part of my critical contribution to Black girlhood studies. [1] To center the voices of Black girls, I do not capitalize “white” throughout this dissertation.