The aims of this qualitative study were (1) to understand the experiences of two middle school English Language Arts and Reading (ELAR) teachers as they planned and implemented critical literacy into a unit in their existing curriculum and (2) to understand the experiences of students as they engaged in a curriculum embedded with critical literacy. Framed by social constructivist and critical literacy theories, this study used semi-structured interviews, observational field notes, whole class and small group discussions, and artifacts to explore participants' experiences. Using a constant-comparative methodology, findings revealed multiple challenges and successes the participants encountered and the ways in which teachers attempted to resolve the challenges. Findings also supported previous studies that underscore the significance of dialogue in supporting students' critical literacy. The implications from this study include prioritizing dialogue in the classroom, embedding critical literacy throughout the ELAR curriculum, and supporting teachers' study of critical literacy and its praxis through professional development and collaborations. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]