A program at Lincoln High School in Stockton, California paired mainstream English classes with English-as-a-Second-Language (ESL) classes to improve communication and understanding among students. Two mainstream literature classes were paired with two ESL literature classes. The pairs met about once a month during the school year, with half of the mainstream class joining half of the ESL class for group activities. Students were usually assigned to cooperative learning groups to participate in activities designed for sharing personal backgrounds, values, and cultures. Students were surveyed about the differences between the groups and the effects of the class pairing. ESL students responded more positively toward school and asking teachers for help. Mainstream students found interaction with classmates easier. The biggest gaps between the student groups were in the areas of trust, safety, and control over one's life, with the mainstream students feeling more positive in these areas. Both groups found the program worthwhile, and students in all classes commented that the best part of the paired classes was getting to know students with a culturally different background. Some ESL students gained in English skills and confidence as a result. It is recommended that the program be expanded. (MSE)