Racial disparities in special and gifted education cannot be understood independently of a broad legacy of racial inequity woven into American public education. The results of a qualitative study illustrate the context within which minority disproportionality occurs. School respondents agreed with the NRC panel's conclusion that poverty makes an important contribution to disproportionality; yet the data suggest that the effect of poverty is by no means linear. Respondents identified a number of contextual factors contributing to racial disparities in special education placement, including high-stakes testing. In particular, we were struck by the difficulty some respondents exhibited in discussing issues of race. To ensure implementation of the panel's recommendations, it becomes highly important to address broader socio-political issues, especially denial of the existence of racial disparities in the schools.