ABSTRACT - This article contributes new knowledge about the music educators’ role in informal learning settings, and potentials for empowering girls to transcend gender norms characteristic of popular music. Specifically, the article discusses change in the fields of music education and gender in light of Engeström’s cultural-historical activity theory and the concept of expansive learning. The discussion is based upon a study of girls ages 11 to 19 offered training to play in Norwegian popular music bands in an informal learning setting. The study identified conditions and elements that allowed change to take place by providing a potential for expansive learning and development. The authors seek to highlight and illustrate how Engeström’s theory can be used to analyze different actors in the field, the elements that shape their activity in the work of creating independent and competent female musicians and instrumentalists, and the actors’ motivation and learning processes that can be recognized through their mastering of tools. How the context, rules, and division of labor regulate and shape the activity and its goals and objects are important details. Keywords: Informal learning; girls in popular music; music and gender; Engeström’s cultural-historical activity theory.