A practicum was undertaken to improve second language acquisition and critical thinking skills in a fourth and fifth grade English for Speakers of Other Languages (ESOL) class in a Spanish-speaking low socioeconomic neighborhood. Students there were not exposed to English except during school hours, and they were taking 4 or 5 years to become bilingual, instead of the usual 3 years. With parent cooperation, students were assigned to watch selected television programs and commercials in English as part of their homework. Results of the County's Aural Comprehension Test and the Michigan Oral Language Test indicate that the students were able to analyze and compare television ads effectively, and that more than 80% of the target population increased their language and critical thinking skills by at least 20%. It is suggested that this technique could also be used with older students in a high school setting. Appended are a letter to parents explaining the project, a sample sequence chain in which students described what happened in a television program, a student assignment called "Guess Which Program," and other activities including descriptive writing about Ninja turtles, a compare and contrast exercise, and a Venn diagram exercise. Contains 12 references. (LB)