As students with limited proficiency in English transition from English-as-a-Second-Language or bilingual education classes to mainstream classes, they are usually first enrolled in physical education, art, and music classes, and then math or science classes. Later, these students are placed in the more challenging mainstream social studies courses. This article examines some of the challenges that social studies presents for LEP students and one effort undertaken to increase the meaning and relevance of this core subject to students who are learning English while they are learning social studies. Social studies courses focus on the culture of American society and on activities that allow students to share their native cultures. However, social studies is closely bound to literacy skills, writing tasks are very challenging, and classes usually are not replete with hands-on and manipulative activities that LEP students can use to learn and reinforce concepts. In response to these issues, the National Center for Research on Cultural Diversity and Second Language Learning has developed a history unit for LEP middle school students that incorporates content, language, and thinking and study skill objectives with student-centered activities. The infusion of cultural diversity is another important feature of the unit. (Contains 8 references.) (JP)