Educational practices that purposely seek to tie the realities of place to instruction, particularly for the purpose of student engagement, are typically referred to as place-based education. This study investigates how one teacher considered place in making instructional choices for eighth grade English students in a rural high school, and students' perceptions of this teacher's place-based instruction. Findings indicate that the teacher initially used his own understanding of place to activate students' prior knowledge. Additionally, when the teacher used place-based content to mediate instruction rather than his personal experience, students were able to construct their own understandings of place. While findings indicate that place-based strategies may increase curricular relevance, they also signal that without a critical lens rural students may be hindered in their capacity to identify and analytically interpret the challenges affecting their communities and the structures that serve to reproduce inequalities. The study concludes with a critique of the learning experience and makes suggestions for implementing a critical pedagogy of place in the English classroom. (Contains 1 footnote.)