This article narrates the experience of rhetoric and composition faculty developing a graduate program at a growing state university in south Texas. The narrative emphasizes the contextual constraints that required “institutional critique” and rhetorical negotiations. The second part of the article argues for a critical stance on how we talk about program development more generally. I use critical theory to engage the contradictions inherent in institutional work and in our own discourses, in order to argue that while we navigate institutional constraints, we must remain "dialectically ambivalent" about the larger implications of the work we do.