This paper reports a two-phase project aimed at developing critical language awareness through the teaching of Portuguese. During the first phase of the research (March to June), a class of 13-year-olds in a Brazilian state school evaluated their Portuguese lessons, and identified features they felt needed altering to develop critical awareness of language and social reality. These included: classroom power relations, marked by disregard of pupils' right to express themselves; lack of interest in classroom texts; difficulty in learning grammar, coupled with a feeling that teaching and learning were a waste of time. Changes were proposed and then implemented in the second phase (August to November). Assessment showed a qualitative improvement in critical awareness, the development of an emancipatory discourse, and better knowledge of Portuguese.