Michael Young's notion of powerful knowledge is attractive to many: to teachers wishing the best for disadvantaged students, to neoliberal governments that continually stress the need for teachers and students to improve their performance. This essay takes issue with this understanding of education. Firstly, it shows how classrooms are mediated by larger social and political contexts, arguing that the exchanges within classrooms are always inflected by the values and aspirations that students bring into class. No classroom can be treated as a neutral site, as though it exists apart from the conflicts and debates that occur within the larger society. Secondly, it shows how, through role-play, students are able to grapple with the social issues with which they and their communities are faced. Set in a classroom in Ramallah, the essay argues that through role-play and dialogue, students are able to activate their own prior knowledge in powerful ways that allow them to gain insight into their world.