As an experienced ESL teacher, the author understands that the discussion of the inherent strengths and weaknesses of nonnative English-speaking students in the English-speaking classroom usually focuses on the language proficiency and level of acculturation of the students. Now, however, she finds herself facing this issue, not in the context of a K-12 classroom, or even an undergraduate college classroom. She is currently presented with this situation in a graduate class, where the majority of the students are nonnative English-speaking students who are studying bilingual education. This situation has become a delicate balancing act of linguistically scaffolding the material while retaining the integrity of the content. This commentary details the author's reaction to this situation by adjusting the pace and content of the course to accommodate the varying levels of English proficiency of these graduate students.