The development of a conception of critical pedagogy is itself an aspect of the development of critical rationality within late modern societies, closely connected with the role of education in developing critical rationality. The role of critique pervades all aspects of life: for people as citizens, workers and self-determining private individuals. Late modern societies depend on a critically minded population for their viability, for the democratic management of a competing balance of interests and for a capacity for rapid renewal. These requirements put a demand on the education system for the development of critical rationality. However, its development contains within itself the seeds, not just of renewal, but of transformation or even anarchy. This is discussed in relation to three major aspects of education - liberal, civic and vocational - and it is argued that there is a tension within each that arises from the requirement of critique for their successful functioning as educational practices in liberal societies and from the implausibility of developing forms of critique that are inherently self-limiting. Societies that espouse the development of critical rationality as a key educational aim exist in a state of tension and of uncertainty as to the extent to which it can be developed. Attempts to limit critique to consideration only of what is worthwhile are bound to be futile. On the other hand, education must be concerned with preparation for the worthwhile. Critique thus performs the important function of ensuring that our conception of the worthwhile does not remain fixed, but is itself an agent of social change. This paper explores this issue and argues that the problem of reconciling preparation for social participation with preparation for critical engagement exists in all three spheres. The problems may not be resolvable ones but should encourage continual awareness of the scope and limits of educational critique in liberal societies.