Drawing on observational evidence of two classes working on Romeo and Juliet, one in England and the other in Palestine, this essay explores the nature of knowledge in relation to English as a school subject. It asserts the importance of paying attention to the resources that students, situated in culture and history, bring with them to the reading of a text. It seeks to contest a set of assumptions about ‘powerful’ knowledge as universal and transcendent, insisting that classrooms are places where meanings are made, not merely transmitted.