This paper explores the dynamics of the making and shaping of poverty policy. It takes as its starting point a critique of linear versions of policy-making, highlighting the complex interplay of power, knowledge and agency in poverty policy processes. We argue in Section One that the policy process involves a complex configuration of interests between a range of differently positioned actors, whose agency matters, but whose interactions are shaped by power relations. Making sense of contemporary poverty policy requires a closer exploration of the dynamics within and beyond the arenas in which policies are made and shaped. It also requires an understanding of how particular ways of thinking about poverty have gained ascendancy, coming to determine the frame through which poverty is defined, measured and tackled. To do so calls for an historical perspective, one that situates contemporary poverty policy with regard to antecedent visions and versions. Section Two of this paper thus provides an overview of differing narratives on the causes of and solutions to poverty, especially as they have emerged in dominant development discourses. Making sense of participation in the policy process requires that we identify and explore policy spaces in which alternative versions of poverty may be expressed by a variety of voices, and the dynamics of inclusion and exclusion that surround them. In Section Three of this paper, we examine two broad kinds of policy spaces - those that are found in invited forums of participation created from above by powerful institutions and actors, and those more autonomous spaces created from below through more independent forms of social action on poverty related issues. By examining how different narratives of poverty and different actors interact in such spaces - as well as how they may be excluded from them - we can better understand the ways in which power and knowledge frame the policy process.