This dissertation is an ethnographic critical discourse analysis of how one teacher implemented learner-centeredness and how four learners experienced that implementation in the context of an intensive ESL classroom. Grounded in critical theory and theories of discourse and social identity, investment, power, and cultural capital, this study looks at how the teacher and students' negotiation of learner-centeredness is mediated by power relations, conflicting Discourses, and student investments in their own identities.;Ethnographic data collection methods were used to collect observational data, interview data, focus group data, and electronic data over the course of one semester. In addition, learners were shown protocols obtained from videotapes of their classes to find out how they had experienced selected classroom events. Using critical discourse analysis, I analyzed the data to look at how the teacher implemented learner-centeredness and how learners experienced that implementation, presenting the major themes that emerged in Barbara's implementation and constructing data rich portraits of each learner's experience.;Results show that the complexities of teaching do not allow for the implementation of learner-centeredness in its theoretical form. While theoreticians in the field of L2 learning offer a certain conception of what learner-centeredness is, in reality it is something very different. Learner-centeredness is a fluid and flexible approach that gets played out differently in different contexts in negotiation between teacher and students. Further, learners experience learner-centeredness in very different ways that may not always be apparent so that teachers need to find mechanisms for finding out about how their students are experiencing what they do.;This study opens up the way we think about learner-centeredness and helps to break apart the idealized conceptions that circulate with regard to the implementation of methods and approaches. These results imply that teacher education programs will need to turn toward a preparation that is based on a view of L2 education as complex and socially negotiated with the understanding that teachers are legitimate knowers who must grapple with the complex demands of the classroom using their own experiential knowledge in a reflexive relation with theory to determine how best to teach within their own classroom contexts.