Bernstein's work on educational transmission provides a discourse for understanding classroom practice which can integrate elements as diverse as content and interaction, to enable a critical evaluation of how pedagogic transformation occurs. This article describes an intervention in an English classroom in rural KwaZulu-Natal in which the shift occurs from a conventional pedagogy and conventional English curriculum to a transformed curriculum and practice. At the heart of this project is empowerment, both for the teacher and learner. The pedagogic transformation described here suggests new directions both for classroom observation methodologies, and for English language development.