The struggle to provide primary education for the Catholic poor in England and Wales dominated the agenda of English Catholic leaders in the last half of the nineteenth century. This effort occurred within the larger framework of a national educational revolution that slowly pushed the government into providing public education for the first time. Although state education grants at the elementary level began in 1833, lingering problems forced the government to establish a new era of educational provision with the controversial Education Act of 1870. This act created a dual education system consisting of the longstanding denominational schools operated by the different churches and new rate-supported board schools, operated by local school boards, providing no religious instruction or nondenominational religious instruction. In the closing years of the nineteenth century, the dual system grew intolerable for Catholics because local rates (property taxes) only supported the board schools and gave them almost unlimited funding while Catholic schools struggled to make ends meet on school pence and shrinking state grants, which Catholics had only had access to beginning in 1847. While Catholic leaders viewed any system that included nondenominational education as a potential threat to their schools, they also recognized other larger threats to the faith, which they believed could be reduced through improved education of the poor. These included the rise and spread of secularism, Protestant proselytism and, the result they feared the most, the falling away from the faith. These threats have been downplayed, ignored, or given alternative explanations in other examinations of English Catholic educational efforts of the nineteenth century. This article attempts to reposition the English Catholic education effort within the context of a somewhat paranoid minority and historically persecuted faith struggling to keep its faithful within the flock by developing stronger Catholics in the classroom. (Contains 64 footnotes.)