While literature has often been ignored in the English-as-a-Second-Language (ESL) curriculum, there are good reasons for including it at all educational levels of ESL instruction. There are universal reasons for exploring literature, including the pleasure and escape it provides. In addition, ESL experts have found that literature encapsulates linguistic and cultural values. As a content area in ESL in higher education, literature is rich with terminology and concepts. ESL students in elementary and middle school benefit from positive reading experience, and may have no opportunity outside class for exposure to good children's literature. High school students can enjoy young adult literature. Adult basic education students benefit from a variety of literature types, and many issues and topics are relevant to this population. The advanced ESL student has particular skill development needs that can be addressed through literature study. Because of the inherent linguistic, literary, and cultural challenges in using literature in the ESL classroom, the demand on student and teacher is great, requiring pre-reading work and an orderly progression through each work. Instructors should provide an outline when introducing students to literature study. A variety of pre-reading, reading, classroom, and writing activities are available to enhance this process. (MSE)