ABSTRACT: Every month residents in a gentrifying Portland neighborhood gather for a cross-racial dialogue in which the long-term African American residents explain to the new white, middle-class residents how neighborhood change, and their new neighbors’“white behaviors” are harmful. Through participant observations at these dialogues for over two years, as well as in-depth interviews, I uncovered how the Restorative Listening Project (RLP) uses dialogue as a strategy for community formation and “antiracist place-making” in Portland's Northeast neighborhoods. The RLP attempts to mitigate the relational effects of gentrification and construct “antiracist place” by (1) positioning people of color as knowledge producers about the institutional and interpersonal effects of racism in the neighborhood; (2) confronting the tactics of white denial; and (3) promoting consciousness about systemic racism. By doing so, the project promotes antiracist awareness that responds to—perhaps reduces—the racial-relational effects of gentrification. However, it also reveals the limits of consciousness-raising projects in the absence of action that resists structural inequalities.