Recent uprisings in Baltimore, Maryland and Ferguson, Missouri have revealed a crisis of legitimacy for police in poor communities of color. This project considers the crisis of legitimacy for police at the street level. Data come in the form of third party videos collected by a local resident of the Fillmore, a poor black neighborhood subject to aggressive policing located in San Francisco, CA. Videos capture police-citizen interactions and analysis focused on bystander participation during the street encounter. Videos were analyzed using methods of analytic induction and visual coding schemes. Findings show that bystanders use taunting and insulting the police as a form of resistance. Additionally, bystanders give advice to the subject of the encounter. Furthermore, bystander comments reveal the ways they believe gender and race to be relevant to the police-citizen encounter and relationship with law enforcement more generally. Bystander talk reframes the encounter and positions the subject as victim and law enforcement as the source of trouble. Bystanders accuse the police of going beyond the parameters of their jobs to express sexual desire and racial antipathy. Additionally, bystander participation dramatizes the limits of police authority as bystanders offer the subject legal advice and creates derogatory experiences for the police.