Drawing upon Bernstein's writings on the pedagogic device, this article examines how critical thinking is regulated in Singapore through the process of pedagogic recontextualization. The potential of critical thinking to speak to alternative possibilities and notions of individual autonomy as well as its assumptions of a liberal arrangement of society are problematized in Singapore. By documenting how such curricular discourses are articulated by the state and taken up in schools and classrooms, the article provides a sociological account of the relations between the organization of knowledge and the distribution of social power and control. The analysis reveals that even as official understandings of critical thinking are transmitted in the classroom, alternative, non-official orders of meaning are inevitably made available. Showing how teachers and students act to resist and challenge these prescribed understandings the article argues that the very ideas of change and indeterminacy are fundamentally built into the pedagogic device.