A feminist action research team, which consisted of a science educator, an English-language learner (ELL) educator, a first-year science teacher, and a graduate assistant, set a goal to work together to explore the process a beginning teacher goes through to establish a classroom conducive to the needs of middle-level ELL learners. The guiding questions of the study were answered by gathering a wealth of data over the course of 5 months and taken from the classroom, planning sessions, and researchers and students. These data were collected by observations, semistructured interviews, and written document reviews. The progressive analysis ultimately revealed that: (a) successful strategies a beginning teacher must utilize for teaching middle-level ELL children in a mainstream classroom involve complex structural considerations that are not part of the teacher's preparation; (b) learning increases for all children, but there are differences in learning achievement between ELL and non-ELL children; and (c) student and peer feedback proved to be an effective means of enhancing the growth of a beginning teacher seeking to increase her skills in teaching ELL learners. The experiences and findings from this project have implications for teacher preparation programs committed to preparing educators to teach science to all children. © 2005 Wiley Periodicals, Inc. J Res Sci Teach 42: 1013–1031, 2005