A second grade teacher's use of storytelling to teach English language skills to both native speakers and learners of English as a second language (ESL) is described. The technique combines the concept of comprehensible input, the importance of stories and storytelling to children, and a commitment to teaching writing skills. Early in the day, all the children would hear a story and express their likes and interests in it as a group. Later, the ESL teacher used parts of the story for reading or retelling, and the beginning ESL students and the other students drafted, revised, and completed their own stories. By Christmas, each of the children produced two bound books of stories with holiday themes, reflecting their individual levels of English skills. The stories showed substantial improvement in skills and considerable sophistication of structure and expression. They also illustrated that the ESL children are acutely aware of the rhythms and structures of English early in their language learning. The use of imagination is felt to have encouraged the children to extend their experience beyond the limits of their immediate surroundings and to have provided a point of departure for talk among themselves. (MSE)