This paper describes the experiences of a teacher and a curriculum helper in designing and implementing a fifth grade language arts curriculum at an inner city, magnet school in Indianapolis (Indiana). The report describes the work in three phases: (1) making explicit the problems with the previous language arts curriculum; (2) formulating a plan for a language arts curriculum to replace the old one; and (3) implementing the new plan. The first section describes the teacher's difficulty in designing an approach that would both teach the conventions of grammar that students needed to survive academically and connect with students' backgrounds and interests. A section describing the curriculum plan development discusses a whole-language approach and a learner-centered design. Problems included the students' lack of experience with a learning situation in which they are given choices and must take responsibility for their learning. The paper also describes the use of the "Authoring Cycle," and how evaluation methods were designed and implemented and their ups and downs. A conclusion notes the difficulties of designing a whole-language approach, the challenges to giving up attachments to skills-oriented and teacher-directed instruction, and the importance of students being ready to experience more independent learning. (JB)