This practitioner brief focuses on the question: What happens when beginner-level English-as-a-Second-Language (ESL) students work in small groups? This question was pursued because the ESL teacher wanted to make use of small self-directed groups during class time. She found that the students needed a lot of structure from the teacher to make productive use of the time. In order to solve this problem and to support the learners as they pursued their goals within the small group, the teacher decided she needed to know more about what went on in those small groups--specifically how learners interacted to complete assigned tasks. To gather information, the teacher enlisted the aid of another observer, interviewed students in their native language, and kept notes on her observations and reflections. It was found that the students do in fact work well in groups with minimal structuring on the part of instructor. They did not always do what the teacher expected, but they got their work done. They assumed their participation roles and identified areas where they needed extra practice. The instructor needs to provide resources, tools, and opportunities and to encourage students to take risks in English. Finally, the instructor learned that there is a lot that goes on in class that she does not and cannot know about, but that this situation can be fine and productive nonetheless. (Adjunct ERIC Clearinghouse for ESL Literacy Education) (KFT)