In response to the American Association of Applied Linguistics' presentation of the Distinguished Scholarship and Service Award for extraordinary contributions to the fields of language learning, teaching, and testing in May 2004, Merrill Swain described her own work as "moving in cycles of research, theory and practice." These "spirals" ("cycles with forward movement"), as Professor Swain described them, may explain in part why her work is consistently on the cutting-edge--questioning commonly held assumptions and shaping future inquiry. Throughout her career, Professor Swain has prompted teachers to rethink their teaching, generated awareness of best practices that support effective language learning, and challenged testers to develop better, fairer and more useful tests. From the early 1980s, Professor Swain recognized the importance of collaborative talk in language learning, informed by the landmark model of communicative language ability and use that she had elaborated with Michael Canale, and persuaded by her own research within early and late immersion programs. Professor Swain grew up in Canada, and after finishing her Comprehensive Exams at the University of California, Irvine, she returned to Canada to collect data in Quebec for her dissertation. There she was hosted by William Mackey, Director of the International Centre for Research in Bilingualism at Laval University. While there, David (H. H.) Stern, at the Ontario Institute for Studies in Education in Toronto, invited her to join a team of researchers involved in the Bilingual Education Project. Rather than limiting her focus to bilingual learning within French immersion settings, however, she continually related her findings to larger questions of second language (L2) acquisition, learning, testing, and assessment--calling for teachers and testers to "bias for best," to rethink psychometric-driven approaches in favor of construct-driven ones, and to increase the feedback available from tests so that testing could better inform learners and teachers. Professor Swain's work in connecting L2 testing and assessment with L2 learning earned her widespread recognition. As the Samuel Messick Memorial Lecturer at the 2000 Language Testing Research Colloquium, she urged language testers to draw on L2 acquisition perspectives in examining the content of dialogues as a source for content specification and the validation of inferences drawn from test scores. Her work has been at the forefront of research in the fields of L2 testing and learning for 30 years. In this interview, which took place in May 2004, Professor Swain discusses her extraordinary career. (Contains 22 footnotes.)