Based on a full reading of the Plautine corpus in light of theories of class resistance (Michel de Certeau, James C. Scott), this essay argues that the palliata grew up in the 200s bce under conditions of endemic warfare and mass enslavement, and responded to those conditions. Itinerant troupes of slaves and lower-class men performed for mostly humble audiences, themselves familiar with war and hunger; the best of these troupes were then hired to perform at ludi in the cities of central Italy. The first sections of the essay look at types of speech and action in the plays in which slave or poor characters make use of these shared experiences: jokes about flogging and hunger, fantasies of revenge and escape, double speech. The latter sections examine the evidence for lower-class constituencies in the 200s bce and for actors, writers, and venues to match, arguing that none of these categories can be treated monolithically.