Building from two years of data production, this study engages in a DeleuzoGuattarian-inspired exploration of de/territorializing learning encounters with literature that materialize secondary English Language Arts (ELA) classrooms as rhizomatic assemblages. Thinking with Deleuze and Guattari and other poststructural scholars, learning here entails becoming different and signals shifts in the always entangled ethical, epistemological, and ontological relations of the world. My experience teaching middle school ELA in the rural South offers one entry point for this inquiry and it spreads out to other nodes, including three schools and four ELA classrooms. Data production included participant observation, field notes, audio/video recordings, artifact collection, and informal discussions with co-participants. Engaging with these data, I attempted to decenter traditional hegemonic binaries and coding categories while remaining hospitable to the uncertainty of becoming otherwise in the ongoing processes of the assemblages I was inquiring with (even as I was part of them). Working from the middle, I mapped classroom encounters as they unfolded producing shifting questionings, movements, and intensities, as well as blind spots of stagnations. In chapter four I offer these maps through data narratives and interludes of de/territorializing flows from subsequent thinking with the encounters. Data discussed here circulate through encounters with literature including Bradbury’s “A Sound of Thunder” (1952), Harry Potter (Rowling, 1998), Lee’s To Kill a Mockingbird (1960), The Civil Rights Movement, poetry, and Golding’s Lord of the Flies (1954). What was produced through these engagements demonstrates how aesthetic readings (Rosenblatt, 1938/1995) and literature as machine (Deleuze, 1994a) carry the force for affirmative change as they disrupt “habits of inattention” (Boler, 1999, p. 16) and produce “wide-awakeness” (Greene, 1978). Reading encounters like these cannot be prescribed, but certain orientations toward literary study seem to open classroom assemblages to more equitable futures: leaning into difficult topics, welcoming artfulness, affect, and emotion, and becoming more comfortable with uncertainty. Keywords: aesthetic/efferent reading, affect, affective-material-discursive, assemblages, classroom assemblage, Deleuze, DeleuzoGuattarian, desire, deterritorialization, difficult knowledge, ELA, Emmett Till, encounter, intensities, learning, literary encounter, literature, pedagogy, poetry, positive difference, reterritorialization, rhizoanalysis, rhizome, Rosenblatt, secondary English, subjectivity/identity, territory, thinking, To Kill a Mockingbird, virtue, wide-awakeness