The significance of social movements for pro-poor political and social change is widely acknowledged. Poverty reduction has assumed increasing significance within development debates, discourses and programmes - how do social movement leaders and activists respond? This paper explores this question through the mapping of social movement organisations in Peru and South Africa. We conclude that for movement activists 'poverty' is rarely a central concern. Instead, they represent their actions as challenging injustice, inequality and/or development models with which they disagree, and reject the simplifying and sectoral orientation of poverty reduction interventions. In today's engagement with the poverty-reducing state, their challenge is to secure resources and influence without becoming themselves subject to, or even the subjects of, the practices of government. © 2010 Taylor & Francis.