This paper offers a critical perspective on popular education with a focus on inequities of gender and culture in the classroom. Using classroom observation, analysis of multiple social change curricula, and interviews with practitioners in El Salvador and the San Francisco Bay Area, we examine potential pitfalls and strengths of a pedagogy from the point of view of transformational theory, concluding that with judicious intention the pedagogy may still lead to inspired learning, transformation in the classroom, and change in the participant communities