Many journalists, academics, and politicians from both sides of the aisle, including the White House, point to the decline of the American middle class in the last 30 years. Experience and data quite clearly support this conclusion. However, the seemingly common-sense conclusion drawn from this-that expanding the middle class is beneficial to America, and also a pathway out for the 48 million people living in poverty-is problematic. This chapter argues that there are serious economic, ecological, and structural limits that make the expansion of the middle class not only a discouraging task in futility, but also a misuse of resources despite well-intentioned efforts. Given that the project of expanding the middle class is neither possible on a large scale, nor a pathway out of poverty for millions, we need to envision an alternative framework which focuses on the lived experiences of poverty, rather than on increasing income and jobs. The first section of the chapter provides statistical evidence for the contraction of the middle class. The second section of the chapter describes the role of the middle class in a capitalist economy. The third section of the chapter delineates several structural limits to expanding the middle class. The fourth section of the chapter describes in brief a workable alternative to the vision of the American middle class-what I call the Basic Needs Economy.