Paulo Freire's revolutionary theory of pedagogy has influenced progressive educational practice and inspired educational activism around the world. Many contemporary nonformal educational efforts are deeply influenced by Freire's work. In Latin America approaches that draw on Freire's pedagogy are broadly known as popular education, while in the United States they are more frequently described as critical pedagogy. Those who draw on Freire's pedagogical theory plan and implement educational initiatives that aim--though with varying degrees of success--to create progressive social change and more egalitarian social relations. In this article, the author draws on ethnographic fieldwork among popular adult education nongovernmental organizations (NGOs) in Brazil to show how popular educators interpreted and acted based on Freirean pedagogical theory in ways that appeared to reduce its potential for social change. Particular attention is given to three complicated issues that continue to trouble popular or critical educators everywhere: understanding the meaning of dialogue, transforming traditional teacher-student relations, and incorporating local knowledge into the classroom. In what follows, the author first outlines some of the basic tenets of Freire's philosophy then discusses the setting of this study, the history of popular education in that region, and the methods by which the data for this study is collected. In the core of the article, ethnographic data is used to show how Brazilian adult educators understood and employed Freirean pedagogical theory. What these findings teach us about critical literacy and critical pedagogy is then discussed. In the final section, the implications of these findings are discussed for two contemporary international educational efforts: (a) pedagogical efforts, especially among Latin American and Latino/a educators, to develop a pedagogy of caring and "love" and (b) recent attempts by critics of orthodox education, research, and development to ensure that indigenous knowledge is recognized, respected, protected, and employed. (Contains 52 endnotes.)