This article presents an empirical study of a seventh-grade Talmud class in a religious boys' school in Israel. This case study touches upon and attempts to elucidate aspects of several broader areas. It is fundamentally an example of the transmission of culture, values, and culturally valued text in a schooling context, which exists within a larger societal framework. Using ethnographic methods, and informed by discourse analysis in general and classroom discourse in particular, the study reflects upon the relationship between schooling and its surrounding society and the constraints put into place by the very structures of the institution of school on the study of Talmud.