ABSTRACT: Statutory inspection of pupils' moral and cultural development and official guidance documents have prompted schools to review their values education intentions. Yet little attention bas been paid to pupils and their own part in affective empowerment. In this chapter pupils give voice to their values encounters, and have their own values perspectives in their perceptions, accounts and actions acknowledged. Tbeir voices allow us to hear what values they actually experience in the school ethos, aspects of the curriculum and relationships with teachers and peers. Tbey also identify the out-of-school influences of parents, communities, and the media on their moral and cultural learning. We learn what pupils value in school-the good teacher, the loyalty and trust of friends and learning together in community. Issues of articulation, interpretation and evaluation are raised in making judgments about values statements, educational opportunities and experiences.