This paper seeks to build on the growing body of literature demonstrating the value of a dialogical process in second language learning, especially in work with students who are not part of the dominant cultural or linguistic group. It identifies and describes the ways in which bilingual secondary students engaged in dialogical processes begin to challenge the power relationships within their schools and communities, and explores the role of dialogic pedagogy in transforming the work of teachers. Three principle research questions are addressed: (1) In what ways can a critical, dialogic process come into being in the lives of students and teachers, and how does this affect their lives in and out of school? (2) What can be the role of a university teacher education program in fostering such a dialogic process? (3) What part can a critical, dialogic pedagogy play in supporting the academic achievement of bilingual students, particularly those at the secondary level? It is concluded that dialogic pedagogy in which students' linguistic and cultural understandings are sources of knowledge and bridges to the curriculum will benefit bilingual students academically and socially. Bilingual students become more interested in the academic content of school and more motivated to master the linguistic tools that will allow them a full participation in society. (Contains 56 references and 4 appendices.) (KFT)