This text offers a first-hand ethnographic account to examine the relationship between social class structures and educational success. Instead of studying the historically marginalized lower classes, it asserts the need to look beyond poor peoples' values of dominant groups to explain the reproduction of social class. Drawing on interviews with 31 administrators, principals and teachers and 20 middle class mothers in a small Indian town in which the author lives, Ellen Brantlinger discovers the considerable power the middle class wields in determining school policy and practice to secure educational advantages for their children. With the insight gained from this perspective, the roots of increasingly conservative educational policy and the idea of class as an organizing category in education are critically examined.