What are the prices of "must knowledges?" Does the study of English impose Anglocentric control on its learners or can English as an icon for "must knowledge" enable disempowered populations to empower themselves? This article examines these questions through an ethnographic study of middle-/lower-class Orthodox and Sephardic Jewish women in an adult education course. The women did not resist "Western knowledge," yet its potential for empowerment was not realized. This study offers anthropologists of education an opportunity to reexamine the relations between local cultural systems and external knowledges beyond the binary prism of resistance versus reproduction. (Contains 1 note.)