This study describes the components of a field-based Read Aloud Project (RAP) in which teacher candidates create and implement language and literacy rich read-alouds for bilingual learners. In addition, an examination of the impact of such a project on several areas of teacher candidates' pedagogical expertise reveals that the RAP produces positive learning experiences for teacher candidates and may be worth replicating in other teacher education contexts to support the preparation of linguistically responsive teachers. (Contains 3 tables and 1 note.)