A qualitative study examined what is taught in a whole language classroom, how it is taught, and what changes in curriculum and instruction occur and why. A third-grade teacher, who had taught for 5 years and was considered an exemplary teacher by her principal and colleagues, was interviewed. Nineteen children in the teacher's heterogeneous reading group participated. Data included lesson plans, teacher designed pre- and posttests, field notes, graphic organizers, videotapes, and journal entries. Results indicated that the teacher: (1) focused on social studies content, but allocated little time for language arts, math, or science instruction; (2) used teaching activities that ranged from question-posing to recording what children found memorable; (3) sequenced activities arbitrarily; and (4) expected one resource or activity to meet multiple content area objectives. Results also indicated that changes in curriculum and instruction occurred because of the teacher's concern with student motivation, her perception of lesson effectiveness, and her emotional state. Findings raise concerns because the teacher is focusing on social studies to the neglect of other content areas, and she is assuming that one instructional resource or activity will meet several content area goals. (Contains 12 references.) (RS)