The small sultanate of Brunei, located on the island of Borneo in the South China Sea, introduced bilingual education shortly after independence. As a consequence, Brunei's Ministry of Education outsourced much of its English language teaching requirements to qualified expatriate teachers. Despite over 25 years of systemic English language teaching in Brunei, there is a paucity of research and analysis on Brunei's unique TESOL context. This article goes some way to redress this paucity by providing a critical analysis of Brunei's English language teaching situation. The article links post-colonial theory, critical applied linguistics, critical TESOL and Bourdieuian notions of capital to account for the existence of a TESOL industry in Brunei and in the greater South East Asian region. The article then draws together these threads to provide educators with a rationale for learner motivation in Brunei. Finally, the article posits some research questions that may inspire future critical research in Brunei. (Contains 13 notes.)