This article analyzes the notion of curriculum potential by revisiting the ideas of Miriam Ben-Peretz and Joseph Schwab. Invoking the German "Didaktik" tradition and by way of a curriculum-making framework, the paper argues that interpreting curriculum materials for curriculum potential requires a careful analysis and unpacking of the meanings and significance of the content contained in materials. This analysis and unpacking need to be informed by an understanding of the "curriculum" embodied in materials. More specifically, it needs to take account of its theory of content--a special way of selecting, arranging, and framing content for educational and pedagogical purposes.