This article, the second in a pair of collaborative articles (see Jones Collins, this issue), extends our critique of an ongoing attempt, in the tradition of "Critical Linguistics" (CL) and "Critical Discourse Analysis" (CDA), to link the tools of linguistics and discourse analysis to a critical theory of power and ideology. We are entirely supportive of the idea of critically analyzing ideology in real-life situations, of analyzing it through engagement with language-use or discourse, and of using this as a significant element in a method for the study of social change. But we argue that the CL-CDA project is deeply problematic. Drawing briefly on the tradition of cultural-historical and activity theory, we outline an alternative method for the critical analysis of discourse. We illustrate this with a case study of "oppositional discourse."