Studies of interaction in ESL classrooms have not taken into account how space and materials used in classroom impact interaction. This case study examines how three ESL teachers in two different school districts, four high school and twelve junior high ELLs and the two-classroom spaces co-construct the cultural and literacy practices of the classroom and the consequence of this interaction on the participants. Geosemiotic analysis provides multifaceted data collection and analysis of interaction over a seven-month period of time that examines participant interaction, and visual and place semiotics. Data collection included interviews, photographs, journals, and transcriptions of audio taped conversations within the ESL classrooms. Examination of data shows power constructs shape administrative classroom designation; consequent material use and space use by the ESL teacher, which in turn impacts the third culture created among the teacher and ELLs, with materials and space use itself. (Contains 3 tables and 6 figures.)