Researchers studied classroom instruction and student learning among fourth and fifth graders from three schools with large proportions of impoverished students and English Language Learners (ELLs). Teachers selected three resilient students (with high achievement, good attendance, and high motivation) and three non-resilient students. Classroom observations were conducted, and students and teachers completed questionnaires and interviews. Overall, the instructional context or culture permeating most classrooms was the teacher-directed, whole-class model, even though teachers considered it the least effective instructional approach for both groups. There was very little teacher-student interaction. Teachers easily identified behavior patterns that distinguished resilient from non-resilient students (self-esteem, self-motivation, and parent involvement). Resilient students were on-task significantly more often than non-resilient students. They perceived a more positive instructional learning environment, were more satisfied with their curriculum, and had higher reading self-concepts than non-resilient students. Non-resilient ELLs had more difficulty with their classwork than resilient ELLs. The intellectual level of the curriculum was low, and the culture of the classroom focused on getting work done rather than culturally relevant learning. The curriculum emphasized low levels of learning in order to prepare students to answer questions on state-mandated assessment tests. (SM)