It is argued that a reformulation of reading and writing in the elementary grades can integrate the following three buzzwords of American education: (1) students at-risk for school failure; (2) the whole-language movement; and (3) restructuring. Critical literacy can serve as the centerpiece for empowering teachers and administrators as full-fledged professionals. A schoolwide approach to the literate use of language is described, beginning with anecdotal accounts of two correlated programs, Project READ and the Inquiring School. Project READ is a staff development program to help classroom teachers create a literate environment. In the Inquiring School, the literate-environment model extends to encompass the entire school. The implementation of these projects in a California elementary school illustrates the principles of critical literacy and the proposition that poor children should receive literacy instruction of equal challenge to that provided to students from more affluent backgrounds. It is asserted that virtually all students are capable of a level of critical literacy that allows them to thrive as adults, and that a supportive school context is essential to realizing this goal. One figure and a 53-item list of references are included. The papers's discussant is Edys S. Quellmalz in a training section entitled "Schoolwide Literacy Programs for At-Risk Students". (SLD)