This qualitative research study investigated four adolescent English Language Learners' (ELLs) perceptions of READ 180. READ 180 is a reading program designed for both struggling readers and English Speakers of Other Languages (ESOL) students (Scholastic, 2009a). Although there have been a number of research studies on the benefits of READ 180 for struggling readers with learning disabilities (e.g., Brown, 2006; Caggiano, 2007; Papalewis, 2004), there is a lack of research on whether or not READ 180 is beneficial to ELLs. Specifically, this study focused on how the ELLs responded to using READ 180 with respect to their cultural and linguistic needs and interests. This study was guided by the theoretical frameworks of culturally relevant pedagogy (Au, 1998; Gay, 2000; Ladson-Billings, 1995), literacy engagement and second language acquisition (Cummins, in press; Guthrie, 2004), and differentiated instruction (Rothenberg & Fisher, 2007; Tomlinson, 2003). Student interviews served as the primary data source and classroom observations and documents were used as secondary sources. Constructivist grounded theory (Charmaz, 2003, 2006) was used to analyze the data. The findings of the study showed that students' diverse cultural and linguistic backgrounds and differing English language ability levels made it difficult for the READ 180 program to meet all the cultural and linguistic needs of the participants. The advanced-level ELLs desired more challenging books to read, whereas the beginning- and intermediate-level ELLs desired more conversational English and supports in reading comprehension. Using grounded theory methods, the study showed the ways in which READ 180 both responded to and did not respond to the participants' needs in cultural, linguistic, and technological dimensions. READ 180 responded to the general needs and interests of ELLs; however, READ 180 failed to respond to the unique cultural and linguistic needs and interests of ELLs. These findings lead to a number of significant implications for ESOL teachers to consider regarding the use of READ 180. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]