Teacher educators needing to meet requirements of state licensing bodies and accrediting organizations are in a position similar to that of K-12 teachers: they must adhere to externally imposed standards and curricular requirements while keeping their courses rigorous, interesting, and critical. This article reports results from a self-study exploring (1) how a teacher educator used a state-mandated course with prescribed curriculum to model adhering to the curriculum while also challenging it, and (2) how a teacher educator encouraged critical evaluation of state policy while adhering to the prescribed state curriculum. Drawing from data collected during a pre-service ESL methods course, the key assertion of the study is that it is both possible and desirable to model critical teaching in courses that require strict adherence to standards and may include a prescribed scope and sequence, mandated topics, or time allotment requirements.