The growing influence of high-stakes exams has had drastic impacts on English learners and their teachers. The linguistic demands of these exams have harmed English learners' aspirations and attainment, while teachers are pressured to teach to the test and replace critical approaches to language learning with practices designed to encourage rapid language acquisition. Despite their constraining effects, educators, and students often find ways to assert agency and disrupt the hegemony of high-stakes exams. This article draws on ethnographic data gathered over a year in a secondary school in New York State to illustrate the ways in which English learners and their teachers negotiate spaces of agency amid the power of high-stakes exams. These findings illustrate the power and presence of high-stakes exams on English learners while also highlighting the avenues of agency taken by educators and students as they rework aspects of the educational policy through classroom practice.