Development of four pilot units for an integrated, content-based second language curriculum for Taipei American School, Taiwan reported. Units were adapted from an existing mainstream middle school social studies curriculum, and are designed for beginning students of English as a Second Language (ESL), particularly in international schools. An introductory chapter makes an analogy between the curriculum and a racecourse, with the teacher as coach, and discusses challenges in developing curricula for this population. The second chapter outlines a new framework and explains specific aspects, including integration of content and language instruction, avoiding fragmentation of knowledge, using themes and literature-based units, exploiting content, using story-telling, attending to metacognition, and assessing student progress and program effectiveness. Chapter 3 looks at the cognitive and social needs of middle school students in greater detail. Chapter 4 describes and presents the four pilot units. All four are based on themes of comparison: creation/destruction; selfishness/sharing; integration/segregation; and survival/death. Evaluation of the units is discussed in the final chapter. Appended materials include an ESL materials publisher/distributor list, an essay on integrated curricula, the original curriculum, ESL objectives, learning strategy chart, and a writing assignment. Contains 162 references. (MSE)