This study visually and linguistically examines the various manifestations of power and language in mainstream and alternative children's picture books, and analyzes the students' linguistic production by utilizing critical discourse analysis (CDA) as a tool to uncover misrepresentations of race, class, and language. The aim of the study is threefold: first, to engage English-Spanish third-grade bilingual students in a critical examination of picture books while developing their second language; second, to critically read the hidden messages and symbols in pictures and texts that instigate the production and reproduction of stereotypes; and third, to examine the students' language production. Read-alouds, classroom discussions, writing and drawing activities were used to collect data. Two forms of CDA were employed to analyze data, visual semiotics and lexical analysis. Results showed that using alternative versions of stories during classroom activities helped students become aware of cultural and racial stereotypes.