This article discusses a project designed to engage preservice teachers in a process of reconceptualizing the traditional, autonomous views of literacy that they held upon entering the teacher preparation program and acquiring a sociocultural view of multi-literacies. The context of this project is that of a Master of Arts in Teaching (MAT) program. Through a series of activities as part of a secondary English theory and methods course, students were introduced to a sociolinguistic theory of "Discourses and Literacies"; they examined their own literacy experiences in terms of primary and secondary discourses and literacies; they analyzed the film Educating Rita in great depth for its representation of the essential elements of a theory of "Discourses and Literacies" (i.e., primary discourses, secondary discourses, learning, acquisition, bi-Discoursal situations, and more); and then over a period of many weeks of observations they analyzed the kind of Literacy Discourse that was constructed in classrooms that they were observing in. Finally, the students critically reflected on the transformation of their views of literacy as a result of the Discourses and Literacies project. © 2009 Springer Science+Business Media B.V.