In this paper I draw on ethnographic observation data taken from a school-based study of two groups of 12-13-year-old pupils identified as high achieving and popular to explore how relations between teachers and pupils are mediated and constituted through the spectre of neoliberal values and sensibilities--zero-sum thinking, individualism and competition. Specifically, I demonstrate how certain high-achieving male and female pupils respond to and negotiate competing challenges summoned through the classroom--pushes to be competitive, autonomous and achieve academically, and pulls to court the acceptance of others and become or remain popular. This highlights the deep interconnections between neoliberalism and pedagogy and school-based orientations to learning. At the same time, it draws attention to resistance and the efficacy of the interpellating demands of neoliberal discourses in the context of intersecting dynamics of gender, friendship and popularity. I conclude the paper by considering how neoliberal styles, rhetoric and cultural forms impact on ideas of social justice and possibilities for a "critical" or "transformative" pedagogy that takes seriously the positive contribution of learners to education discourses and practices.