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This paper presents a framework for analysing factors that contribute to the educational success or failure of students from English-as-a-second-lan-guage (ESL) backgrounds. The most direct de-terminant of students' academic experience is the pattern of interactions they follow with educators in the school setting. The relationship between these ' micro-interactions' and the ' macro-interactions' that occur between dominant and subordinated groups in society is mediated both by educational structures (e.g., curriculum, instructional language, and assessment procedures) and by the role def-initions educators adopt with respect to culturally diverse students and communities. It is argued that in order to reverse patterns of educational failure among certain groups of ESL students, the micro-interactions occurring between educators and students must actively challenge patterns of coercive relations of power in the wider society. Implications of the for future is clear that Russian can be, and is being, successfully taught in a wide variety of schools. This article presents a model of experience-based learning that can help students on the intermediate and advanced levels make the transition from language to literature courses in the context of real-life situations. The Santa Clara University Eastside Project provides a link between the university and the community. Students meet the practical needs of underserved Hispanic populations as they pursue the opportunity to practice their classroom language skills in an environment which nurtures a type of learning that cannot be provided