The article proposes a problem-solving model that incorporates critical thinking into a basic literacy program. Concrete steps in creating a critical thinking curriculum are presented, based on two curriculum units the author developed while she participated in an adult basic education program as an inmate. The article relates the critical thinking curriculum to recent developments in understanding the reading process and to implications for instruction and adult learning. The article points out that a problem-solving curriculum can increase both critical thinking and literacy ability, each reinforcing the other. The strength of the critical thinking, problem-solving literacy curriculum lies in the interaction of learners who examine real problems in their lives and develop literacy ability in order to solve those problems. 18 references