A study explored ways that three university-based and two middle-school-based teachers might begin to alter or interrupt discursive practices that have in the past permitted inequities in classroom talk about text to go unexamined and unchanged. A feminist theoretical frame guided the study's focus on gender as a lens for examining power differentials that govern how people think, act, and speak in the social positions they occupy in life and in classrooms whether they be as teachers, learners, males, females, English-as-a-Second-Language students, or members of different religious or ethnic groups. Field notes on text-based discussions and interviews with students were collected in a graduate-level course on content literacy, a seventh-grade language arts class, and an eighth-grade language arts class. Transcripts of weekly research meetings and narrative vignettes summarizing a series of observations and interviews resulted in multiple layers of data. Findings focus on self-deprecating talk, discriminatory talk, exclusionary talk, and teachers' desiring neutrality. Interpretations of these findings address the difficulties each teacher encountered in trying to alter his or her classroom practices. In a concluding section, authors offer what they view as being the most significant after working together to understand gender dynamics and power relations that influence what occurs (or does not occur) during text-based classroom discussions. Contains 51 references. (Author/RS)