Multicultural, feminist and postmodern theorists generally concur that knowledge is socially constructed and that education becomes more effective and democratic when curriculum and instruction are modified to reflect this fact. Much of the knowledge students encounter within schools, however, is presented as though it were discovered, objective and universal. This paper asserts the need to engage students in critically interrogating the knowledge that they encounter within the classroom in order to acquaint them with the unsettling prospect that all knowledge is partial and contingent. It also, however, identifies powerful institutional and psychological forces mitigating against this project and posits a form of resistance quite unlike that typically encountered in critical theory--a resistance borne not out of the perceived irrelevance of school knowledge but out of students' emotional and intellectual investment in the knowledge traditions in which they are situated. "Caring" and "distancing" are presented as two pedagogical strategies for overcoming this resistance.