In this paper, the author seeks to initiate a conversation about the discomfort that can emerge and the violence that might possibly take place in the "critical", dialogic, and justice-oriented Foundations of Education classroom between students and instructors when all are invited to negotiate "the necessary conditions" for learning. Believing that the intentions for the justice-oriented Foundations of Education are to stimulate and support a classroom atmosphere that underscores interconnectedness between students and instructor, and surveys liberatory change for individual learners, educational communities and society at large, the author has been especially concerned that the "critical" dialogic process to manifesting these intentions may "cover over" the rich and textured potential for less violent and compassionate relations in the classroom. It is the possibility of this "covering over" that leads the author to wonder about the limitations of the ideological approach that situates the "critical" dialogic endeavor of the justice-oriented Foundations class, namely that it places priority on a detached, cognitive, rational, and oppositional approach to learning at the expense of students' and instructors' becoming more relational, compassionate and dialogically savvy. The author begins her inquiry by situating the intentions of the dialogic classroom and justice-oriented curriculum, and describes an account from her own Foundations of Education class that illustrates the power and potential of addressing emotion as a provocative element in the augmentation of the "critical" dialogic project. Drawing then on Megan Boler's (1999) conceptualization of a "pedagogy of discomfort," the author explores the potential role that discomfort might play in enhancing the "critical" dialogic project of the justice-oriented Foundations course as students and instructors individually and collectively risk questioning the authority of various norms and narratives regarding justice and equity in education. She reflects on the appearance of anger, despair, fear, and paralysis in her own Foundations classroom, and examines the influence that these provocative emotional experiences have uncovered for her as an instructor who is continually seeking to clarify her understanding of and approach to justice-oriented education. Finally, she considers Sharon Todd's (2003) idea of violence in social justice education as a necessary condition for more relational and compassionate learning, and draws on Paulo Freire (1998) to help her to entertain some implications for engaging a less violent and more relational approach to learning in the justice-oriented classroom. (Contains 14 notes.)