In a market place crowded with practical rhetoric books what educational value could a challenging work such as Kenneth Burke's "A Rhetoric of Motives" (1950) possibly have? Burke knows but doesn't use the terminology of the classical art and rather than analysing the persuasive rhetoric of well-known speeches to equip us with strategies, he weaves his way around literary texts, teasing out meanings that their authors something intended, sometimes did not. Yet, despite such difficulties, "A Rhetoric of Motives" is a practical rhetoric book. It is just that its process of explication teaches us to think well. This essay tries to explain Burke's rethinking of the purpose and contents of a traditional teaching tool--the rhetorical handbook--and defends the value of literary-rhetorical reading that aims to 'equip' citizens to think openly.