Gallery education sits at a crossroads, at once an apparatus upholding the colonial and affirmative aspects of museum culture (Mörsch, 2009), an agent in the whirring of an increasingly dislocated set of trendy and consumable political themes (Holmes, 2004), and a site for ‘allyship’ and other kinds of radical and socially transformative work. Resurrecting Hannah Arendt’s question, ‘where are we when we think?’ this presentation argues for gallery education as a space for a situated critique encompassing two crucial and inter-linked dimensions: one, analysis of and responses to the dynamics of power and coercion within the cultural institutions in which they are situated and two, interpretation of and intervention into social injustices beyond the gallery’s walls. In particular, this paper argues for the use of strategies derived from popular education in suggesting that such strategies support groups in collectively naming and thinking conflicts that are often buried within the doublespeak of neoliberalism. Promoting ‘critical’ gallery education, this paper draws from two experiential case studies to suggest that the re-construction and use of the often forgotten genealogies of popular education are pivotal to doing social justice work in galleries and museums.