This study looked at ESL adult speakers' use of coping strategies in their conversations with native speakers in the United States, as a counter-discourse. More specifically, the discursive negotiation strategies used by 6 ESL adult speakers of varied ethnicities and linguistic backgrounds were analyzed, both inside and outside ESL classrooms. The major data set was collected from 3 semistructured interviews, 10 participatory observations of the communicative activities of 2 ESL groups, and 3 observations of the social activities of each member of both groups over a 6-month period. The study aimed to elucidate the asymmetrical discourse interactions within these power relationships in the context of Foucault's notion of knowledge-power-discourse. These strategies included the challenging of a perceived discourse inequality,--that is, of the power of (Standard) English, in several ways: by an ideological use of the first language (L1), group (L1-ally or nonnative-speaker-ally) strategies, and strategies of deflecting, ignoring, and choosing to "pass." Bourdieu's theory of recognition and mis-recognition framed the effort to analyze the issues of legitimacy and subjectivity in this case study.