This article draws on data collected during a year-long ethnographic study of six Spanish-dominant English language learners, enrolled in both English-as-a-Second-Language (ESL) and Spanish Transitional Bilingual Education (TBE) "pull-out" programs, in an English kindergarten classroom. The study is based on a theoretical framework that conceptualizes language as the site of social meaning construction and power negotiations. It argues that a focus on effective second language instruction and language acquisition alone are inadequate for understanding and addressing complex learning environments and the needs of language learners. Four broad research questions address the local meanings of bilingualism, gender, and friendship, and how these ideologies, identities, and social relationships relevant to these socially- constructed discourses affect the Spanish-speaking students. Broad-, mid-, and micro-level analyses were conducted using standard interpretive analytic procedures. The study demonstrates how the meanings of these three local discourses and their inherent power dynamics shape students' identities, classroom participation, access to relationships, access to knowledge, and ultimately their investment in school. (Contains 86 references.) (Author/KFT)