Across the United States, in an attempt to raise standards for student learning, states have developed curriculum standards that specify what students are to learn. Raising standards has become synonymous with standardizing curriculum. This study critically examines the reading/language arts and history-social science standards documents in California to explore how the standards movement has reconfigured codes of power, and in whose interests. To address this question, we used Bernstein's (1975) theory of codes of power in curriculum. Bernstein suggested that codes of power can be uncovered by examining how curriculum is classified and framed. Our analysis suggests that the state's curriculum standards fit within a political movement to reconfigure power relations among racial, ethnic, language, and social class groupings. This is not simply about trying to improve student learning, but more important, about reasserting who has a right to define what schools are for, whose knowledge has most legitimacy, and how the next generation should think about the social order and their place within it.