My primary purpose in this article is to conceptualize a framework for conducting critical classroom discourse analysis (CCDA). I begin with a critique of the scope and method of current models of classroom interaction analysis and classroom discourse analysis, arguing that they offer only a limited and limiting perspective on classroom discourse. I then contend that the concepts of discourse enunciated in Foucauldian poststructuralism and Saidian postcolonialism can be employed to develop a critical framework for understanding what actually transpires in the L2 classroom. Drawing insights from these two discourse traditions, I attempt to construct a conceptual framework for CCDA and present basic principles and procedures that might make CCDA possible. I conclude the article with suggestions for further exploration that CCDA might open up.