In this article, the author demonstrates how a Bourdieusian analysis of poetic transcriptions offers great potential for helping teachers and students to understand how they are responding to state policy mandates in schools. Specifically, the author uses Bourdieu's concepts of field, capital, and habitus to analyze two poetic transcriptions, "Fodder for Factories" and "Playing the Testing Game" to show how Nick, an ESOL teacher, and his students respond to the high school exit exams in their state. The Bourdieusian analysis helps explain why Nick is willing to "play the testing game" and his students, most of whom are immigrants, "retreat" from public school experiences. The author concludes by considering how a Bourdieusian analysis of poetic transcriptions can be used by teachers and students themselves to raise awareness of oppressive testing policies and to imagine and create more just accountability systems. (Contains 1 table.)