For many students, the experience of school mathematics is not a positive one. Processes of exclusion operate to disadvantage students along social class, race and gender lines. For students from backgrounds that are not part of the success regime, significant scaffolding by teachers is needed if they are to be successful. In this article, the authors discuss two key factors that shape the learning environments for learning mathematics. The authors also propose a number of features of a more inclusive pedagogy that they believe will work toward more equitable outcomes for all students.