This article draws from research conducted with poor and working-class youth in California attending schools that suffer from structural disrepair, high rates of unqualified teachers, high teacher turnover rates, and inadequate books and instructional materials. Arguing that such schools accomplish more than simple reproduction of class and race-ethnic inequities, the authors detail the penetrating psychological, social, and academic impact of such conditions on youth and educators, accelerating schooling for alienation. The evidence suggests that these schools not only systematically undereducate poor and working-class youth, and youth of color, but they taint pride with shame, convert a yearning for quality education into anger at its denial, and they channel active civic engagement into social cynicism and alienation. The consequences for schools, communities, and the democratic fabric of the nation are considered.