Michel Foucault described the power relationship as having three elements, namely knowledge, the individual, and power, and discussed at length how they function. While many scholars have applied Foucault in a myriad of ways, little has been done to apply his ideas to composition studies. This thesis addresses the need to rethink the notion of power, using Foucault's terms, in the context of social-epistemic rhetorical theory and practice. The discussion operates with the understanding that theory is the means by which instructors are best able to connect classroom practices to course objectives and measure the success of those practices. Understood as a liberatory pedagogy, social-epistemic rhetoric shows concern for power, but focuses primarily on the individuals needed to generate knowledge. Foucault's understanding of power, which is not all negative, prompts the analysis of social-epistemic rhetoric, while providing the means to do so. With Foucault's concept of the triadic power relationship, I examine social-epistemic rhetorical theory and practice in the works of James Berlin, Ann Berthoff, and David Bartholomae. My main conclusion is that the exercise of power, by way of its relationship to the individual and knowledge, is an integral part of the proper functioning of the social-epistemic class. This means that social-epistemic rhetoric can account for the triad with some modification of the theory itself and that compositionists must change how they think of and discuss this theory. Both teacher and student have the responsibility at certain times to exercise power in order to achieve the goals of social-epistemic rhetoric. While grading and evaluation are part of any instructor's responsibility, I do not address these issues specifically, understanding them to be instances where the instructor necessarily exercises power.