This paper describes classroom activities developed around constructivist learning theories (that is, students are always learning because they are constantly constructing their own personal meanings and reflecting on them) as they are applied to English as a Second Language and remedial English students in a secondary classroom dominated by students from non-Anglo cultures. The paper emphasizes that the core activities of the class include student-selected leisure reading, journal writing by students, fluency charts in which students calculate and plot reading fluency, and vocabulary and spelling tests in which students select, grade, and discuss the tests with each other. Also included in the paper is a discussion of the use of classical music as background for reading and journal-writing activities, and the place of myth and folklore in a class full of students from widely different cultures. Each discussion in the paper of a core activity includes a description of how it fits into the constructivist philosophy, how it is actually implemented, and how students respond. The paper concludes with the argument that constructivism, by building new learning upon prior personal and cultural understanding of the student, can overcome the lack of in-home language and learning nurturing in many of the students's homes. (RS)