Some of the difficulties involved in teaching inside maximum security prisons, and ways a media studies teacher met these challenges, are described in this paper. The first section of the paper deals with the prison security system and the stresses it can cause for both teacher and student, while the second section discusses the influence of the public and public opinion on prison educational programs. The third secion offers suggestions on how to adjust classroom practice to take account of the range of nonverbal communication behaviors that are an essential part of prison culture, and the fourth explores the need for a flexible course structure that can be adapted to meet the expectations of class members. The fifth section looks at the heightened level of political awareness found in the prison student population and suggests that in this unconventional setting media studies have the potential to become a powerful learning tool. The concluding section observes that the atmosphere in maximum security institutions is not conducive to learning and cautions prospective prison teachers against expecting too much from their students. (RBW)