This article explores the practice of one teacher educator to understand how she mitigates student resistance to prevent what we call "the shut-down" when teaching mostly White students about systemic forms of oppression. Engaging students in conversations about oppression does not in itself disrupt systems of power and privilege in schools. But learning to avoid the shut-down is an important step for teacher educators who wish to teach with social justice aims. This article offers an inside look into one teacher educator's practice to show how she avoids the shut-down and maintains student engagement through a pedagogy of embodied critical care. In particular, she (1) helps students embody care by teaching with carefully sequenced stories, including her own and (2) uses ethical care to develop critical consciousness in her students.