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Drawing on Critical Literature Response Framework (CLRF), this study examines how a teacher enacted critical interactive read-alouds to support students’ understandings of race, power, history, and social justice. This qualitative case study used thematic analysis to focus on two interactive read-alouds in a third-grade classroom in the Midwest, Henry’s Freedom Box and A Taste of Colored Water. Findings reveal that the teacher actively created aesthetic responses throughout reading by fostering students’ personal and emotional connection, activating background knowledge, and comprehending multimodal literacy. Students engaged in critical encounters through multimodal interpretations and dialogic questioning. This study contributes to the growing body of research on practical approaches that use picturebooks to support students’ understanding towards historical and racial topics in social justice.