In this article, third-grade teacher Paul Skilton Sylvester describes how he practiced critical pedagogy in his urban Philadelphia classroom. Conceptualizing education as a means for changing social structures rather than merely replicating them, Sylvester created a classroom economy, which his students called ''Sweet Cakes Town,'' as part of a larger study of the neighborhoods surrounding the school. In Sweet Cakes Town, students and teacher studied and lived ''real world'' situations such as unemployment, nepotism, successful entrepreneurship, homelessness, injustice, and cooperation in their exploration of social transformation.