In response to a Critical Notice published in these pages by Roberts (Vol. 32/1,2001), this article notes several specific reservations with regard to Shor's model of empowerment as outlined in "When Students Have Power" (1996). The original book documents one critical educator's attempts at negotiating power in a college classroom setting. While respecting Shor's bold efforts to craft a liberatory pedagogy, the author draws attention to specific inconsistencies and shortfalls in both the theory and practice described. The article offers a critical examination of problematic features of Shor's classroom practices and research methodology, in addition to concerns with both substantive and stylistic elements of his written account.