The purpose of this study was to explore Black mothers' beliefs about socializing their children to negotiate gendered and racial contexts. Sixteen Black mothers were individually interviewed about their gendered racial socialization beliefs and experiences. The process of gendered racial socialization is defined as the ways by which parents socialize their sons and daughters to issues of race. To understand how and why mothers socialize their adolescents to racial issues, the research questions of interest were: (1) What are similarities and differences among mothers' beliefs regarding socializing their sons and daughters to issues of race? (2a) What informs mothers' decisions to prepare children for bias or not? (2b) Do mothers consider preparation for bias messages to be beneficial or harmful to children's well being? (3a) What types of racialized experiences do children encounter that prompt mothers' racial socialization efforts? and (3b) In what ways do mothers respond to these incidents? Guided by grounded theory, the findings indicate that mothers had some gender-neutral concerns, yet they also had distinct concerns for their sons and daughters. Specific concerns for sons included physical safety and fair treatment, and concerns for daughters included acceptance of their physical beauty. Mothers' gender-neutral concerns included sons' and daughters' sense of self-worth and racial pride. The findings also suggest two primary approaches to discussions of racial bias with children: proactive and moderate. Whereas mothers with a proactive approach prepared children for bias because they believed that awareness of discrimination was beneficial to children's well being, mothers with a reactive approach chose not to give preparatory messages in order to avoid the psychological consequences of children knowing that they are in a stigmatized group. Additionally, results show that mothers' racial socialization messages were prompted by children's encounters with peer-related, teacher-related, and police-related racialized experiences. Furthermore, mothers' responses to these incidents took the form of direct communication with children and advocacy on children's behalf. As most of the research on racial socialization examines the frequency of messages and practices, the current study extends the literature by gathering more contextual and process-oriented data to help explain how and why mothers discuss race with their sons and daughters. This work is important because it sheds light on the factors contributing to mothers' racial socialization decisions. Complementing research that examines what parents do, the present study analyzes why parents make particular parenting choices. Instead of viewing racial socialization as static and unidirectional, the methodological and analytical approaches used in this study reposition the processes of racial socialization as dynamic and interdependent. The findings contribute to a deeper understanding of Black parenting, family processes, and adolescent development.