Based on interviews and observations collected during a year in a second-grade classroom, this article presents case studies of two at-risk readers, Tom and Joshua. It describes their perceptions of in-school and out-of-school reading-related activities; their conceptions of reading, learning to read, and themselves as readers; and their responses to their teacher's learner-centered, meaning-based reading instruction. Both boys were enabled to participate in the classroom literacy community and both made progress in reading, but each brought different experiences and conceptions to the class, and so responded differently to the opportunities the class offered. Their stories illustrate the instructional significance of children's conceptions about reading; reaffirm the importance of flexible, meaning-based reading instruction; and demonstrate the power of looking past the “at-risk” label to understand the thoughts, beliefs, resources, and concerns of children who struggle with learning to read.