This study examined the complexities of mentoring discourse and agentive teacher preparation. I argue that such an examination is necessary to better prepare student teachers to engage agentively with the powerful status quo in schools. I begin by discussing the intersections of current thinking about mentoring and dialogue, and I describe how these intersections suggest productive avenues for analyzing mentoring discourse. I then use a conceptualization of "dialogic praxis" to look closely at one instance of mentoring talk. Finally, I suggest this study's implications for teacher preparation research, practice, and policy. (Contains 3 tables and 3 figures.)