This article details the use of field recorders as part of a soundwalk intended to make listening itself an object of scrutiny. A soundwalk is an outing wherein one concentrates on listening to certain aspects of the soundscape, just as one might take a guided tour to admire the landscape. However, as scholars of sound and listening are well aware, hearing is a secondary sense. Therefore, this activity is designed to push sound to the foreground by remediating sounds through headphones.While this was conceived for teaching basic production skills, its aim to foster critical practices of and discourse on listening should be of broader pedagogical interest and application. In this exercise, students experience listening as a microphone does, without intentionality or judgment, and with great sensitivity. The purpose is to introduce students to a critical listening technique allowing them to overcome their cultural conditioning, to become conscious of sound as such, and to recognize that one's ears do more than receive sound, they actually produce it. (Contains 3 footnotes.)