The needs of students are often used as justification for actions in schools and in school policy. The concept of needs, however, and the role that the formulation of needs currently plays in the maintenance and reproduction of capitalism in schools is woefully under theorized in the field of education. The concept of "needs" in education is divorced from the actual "human" needs of students and rather confers on students an economistic conception of needs that positions students as commodities in the national and international economic order. These needs are reinterpreted and reinscribed on students as if they were students' own individual needs. The actual needs of students, tied to the critical pedagogical project of becoming more fully human, are mystified and abstracted to the point that student needs are no longer student needs at all: they are the needs of the capitalist economy and the needs of the state. In this article, the author reviews Marx's (1990) conceptions of use value and exchange value before turning to Baudrillard's (1981) critique of both in the capitalist construction of needs. He then uses Baudrillard's conception of the "system of needs" to identify how this same process works in schools and classrooms. Namely, how students become conceptualized as commodities and how schools as the sites in which these commodities are produced become complicit with capitalist social reproduction. Finally, the author takes up the pedagogical project of redefining (humanizing) needs in a critical pedagogy that is decidedly anti-capitalist, while accounting for the various structural mechanisms in place in the present school system within the United States that work against such a critical pedagogy. (Contains 2 footnotes.)