This paper explores the personal and professional changes that took place for a teacher who taught English in two Washington State prisons. A gradual change in teacher behavior and authority resulted from a self-examination of the role of teacher in this special teaching environment; the teacher found she could learn from the students as well as teach them. Comments and perceptions by other teachers are included. The corrections students are described, and the particular challenges and characteristics of teaching English as a Second Language (ESL) in this population is examined, including the special challenges regarding professional versus institutional authority and security. Appendixes include the history of prison education, a prison teacher questionnaire, and the Washington State core competencies questionnaire. (Contains 35 references.) (Adjunct ERIC Clearinghouse for ESL Literacy Education) (NAV)