This study, concerning the development of cosmopolitan citizenship, draws on theories of human development and capabilities (Sen 1999; Nussbaum 2000) from a social justice perspective, where individual wellbeing is articulated as having the freedom to live a life of one's choosing. In the context of an English to Speakers of Other Languages (ESOL) classroom this involves paying attention to pedagogical strategies, power dynamics and curriculum content as a means of developing valued beings and doings (or capabilities and functionings as they are described in the literature). Sample activities are presented and evaluated to see to what extent they achieve the desired end. These include critical pedagogical interventions, students' artefacts and extracts from focus group interviews, class reports and reflective journals. Results from the textual data offer research evidence of successful curriculum change, demonstrating that the learning that takes place there can make a difference: in terms of the learners' identity development, capability enhancement and cosmopolitan citizenship.