Classroom videos can make instructional practice public, cultivating collaborative, critical teacher discussions. However, video-based learning also involves a risk--the risk of hurting one's own or a colleague's public image, or face. In this study, we investigate the role of face threat and face management in teacher professional learning in 16 cases of video-based discussions in six school-based teacher teams. We present findings about the prevalence of face-work, which inhibits or mitigates face threat, as well as an account of various face-work strategies. We illuminate the role face-work plays in shaping opportunities for teacher learning, by analyzing in detail one video-based discussion. This linguistic ethnographic analysis suggests that face threat and face-work in video-based learning are inevitable and have the potential to both catalyze and constrain productive pedagogical discourse. The study demonstrates the critical role of face-work in video-based teacher learning, and the feasibility of investigating it.