Language and cultural learning are potentially transformative, yet can seem evanescent, elusive, and difficult to name and deliberately provide for. What conditions contribute to second language and cultural learning of the transformative kind? How does schooling both cooperate with, and block, opportunities for learning ? Sociocultural, interactionist, and linguistic perspectives structure our exploration of the conditions, processes and outcomes of second language learning. Course participants will engage in second language tutoring in the local school district with English as a Second Language students. The course is particularly recommended for preparation for a semester abroad and can also serve as an opportunity to reflect and theorize upon return.