A study examined how two third-grade bilingual (Mexican-American) students resisted, appropriated, and/or internalized a whole language curriculum and the relationship between student interaction with and response to the whole language curriculum and their literacy development. Participant-observer ethnographic field notes recorded over an entire academic year were supplemented with data (collected at the beginning and end of the school year) from students' oral reading of several stories appropriate to their reading ability, students' stories about a frightening experience, and the results of students' spelling 57 randomly selected words from the third-grade speller. Results indicated that: (1) 84% of Jose's interactions with the curriculum were as intended by the teacher while Angie engaged with the curriculum 56% of the time; (2) Jose appeared to be able to put his own beliefs about the reading and writing processes "on hold" as he interacted with various literacy activities, while Angie had great difficulty "buying into" the whole language curriculum; (3) Angie was also blocked by her concerns for conventions; (4) Jose increased by 18% his ability to produce sentences that were syntactically acceptable and meaningful, while Angie increased by only 2%; and (5) writing development showed a similar pattern. Findings suggest that the lack of Angie's growth in her ability to construct meaning through written language appears to be related to her resistance to a curriculum that conflicted with her own beliefs about literacy and learning. Eight tables of data are included. Contains 18 references. (RS)