Kendrick Lamar’sTo Pimp A Butterflyoffers core music theory instructors many opportunities: to engage with popular music in a curriculum traditionally focused on art music, to discuss theoretical topics not usually considered in the music theory core (including flow, groove, meter and rhythm), and to diversify the range of composer identities included in classroom repertoire. The album’s focus on African-American experiences of race and racism in the contemporary United States also allows instructors to integrate social justice topics with music-theoretical ones. This article discusses three possible models for such integration. In the “plug-and-play” model, examples from the album are embedded within lesson plans focused on traditional music theory topics. In the “concept” model, the undergraduate core curriculum is reorganized to focus on musical concepts rather than on analytical approaches to a particular repertoire, and musical examples from the album are used to explore analytical strategies for each concept. Finally, in the “social justice” model, the album is used as a springboard for classroom discussions and assignments about race, racism, poverty, and more, while still maintaining focus on analytical methods. For all three types, the author includes sample teaching materials including lesson plans, curricular design strategies, and teaching techniques. With this work, the author encourages instructors of all backgrounds, abilities, and institutional settings to consider ways of incorporating social justice into their own classrooms to change the world for the better.