Our paper focuses on moments and spaces of encounter in which middle class people come into contact with “poor others”. Much critical poverty work focuses on the re-inscription of difference across class, race and gender lines. We explore where, when and how middle class actors engage with “poor others” in ways that (sometimes) lead to shifts in neoliberal and individualized understandings of poverty. Our paper explores boundary-breaking transformative moments that arise through spatial encounters. Drawing on Valentine's “zones of encounter” we explore how middle class encounters with poverty are mediated by two sets of spatial processes: processes of (self)government and of radical contact. We draw illustrative examples from two projects: on rural poverty in the Pacific Northwest and on community development in Chicago. In each case we trace the ways in which these spaces of encounter foster governance and/or contact processes that reproduce or disrupt dominant discourses about poverty.