Blackout poetry is a well-known and widely used activity in ELA classrooms. Yet, its full possibilities as a literacy practice attuned to reading and writing have not been adequately explored. It is typically used as a creative writing activity geared towards artistic expression, but it can also be used to read and write texts in nearly any context, including AP English, history, and even science classes. The overwriting of a text allows for an increased attunement to differences not between texts, but between the student and the text directly and can serve as an act of discovery and critique. This session will explore how and why blackout poetry serve as a critical tool beyond its creative aspects and possibly be integrated into a variety of classrooms to increase engagement and critical acuity in students. The world is filled with a variety of texts asking us (and our students) to buy a certain product, think or feel a certain way, and vote for a particular candidate. Part of our jobs as educators is to help students read and analyze these texts, to make sense of them, and to act accordingly. Blackout poetry, an engaging activity typically used in ELA classes as a fun and creative assignment, I believe can also be used as a tool of analysis and critique for our students across disciplines. This session will be an opportunity to explore this claim with me, through an overview of the activity, an explanation of its possible pedagogical and theoretical use as a critical tool for students, and a hands on opportunity to make blackout poems ourselves.