This paper investigates the potential relationship of Vygotsky's Zone of Proximal Development (ZPD) to gesture and second language learning. It is asserted that the ZPD is both a tool and a result, not a tool for result; it is both product and process at the same time. The process of learning a new language/culture in the case of a person who is living in a country where the second language is dominant is at least in part a transformational process. In this process, there is an unavoidable element of play and drama, where the individual struggles to "play" him or herself in the new language and culture. Gestures are an integral part of this inevitable drama and play acting. Gesture is in general highly linguistic in nature, a finding that needs to be considered in conjunction with verbal accounts of language learning. This study documents many cases in which gestures become lexical items repeated by both interactants as the interlocutors scaffold each other in their efforts to co-construct meaning. Clearly gestures are an important means of enhancing communication and facilitating comprehension, and are therefore a necessary part of sound pedagogical practice. (Contains 15 references.) (KFT)