Classroom discourse is an important area of study because it is the medium by which information from the subjects is transferred from the curriculum, schools and teachers to the pupils. It is also of personal interest due to experiences of teaching at an inner city school, whose population consisted of an above national average of pupils from families from a low socioeconomic area of the country, with the majority of pupils entitled to free school meals. From dialogues with these pupils (both individually and collaboratively in the classroom context), I realised that there was a distinct contrast in the discourse used by both parties. Occasionally questions arose from pupils that were ultimately a recapitulation of a statement already expressed by myself. This aspect of revoicing will be scrutinised, and its importance to classroom discourse emphasised in this piece of work. Further questions arising from this experience related to the access these pupils had to the curriculum being taught to them. It was pertinent that the repetition by the pupils showed a lack of understanding of the language used rather than of the value of the content being taught. Was the discourse of the curriculum an obstacle to the learning of these pupils? Surely if the pupil cannot understand the teacher (and equally if the teacher cannot understand the pupil), learning must be impeded. It is my intention to analyse these differences and understand the links between discourse, identity and cultural capital of this particular demographic of pupil, the discourse of schools, and the importance of these differences.