This article discusses a professional development text by Ruby Payne that claims to inform teachers about the lives and minds of children from poor households. We use Critical Discourse Analysis (Fairclough, 1995; Gee, 2005; Rogers, Malancharuvil-Berkes, & Mosley, 2005) to examine how the author enlists readers' participation in deficit discourses about the poor. We argue that Payne's program works through its appeal to what teachers already think they know about the poor from their participation in societal discourses that represent the poor as responsible for their own plight through degraded characters, attitudes, and behaviors. This deficit perspective can be toxic to teaching-learning interactions (Rist, 1970; Valencia, 1997), and Critical Discourse Analysis provides a set of tools for making visible its operations in order to attempt to correct some of the distortions such a misguided perspective can create.