This article profiles Grace Poli, a creative media specialist and technology supervisor at Union City (New Jersey) High School, who uses iPods to engage with students learning English. This area has a high population of limited-English speakers, many of whom come in to the district with no formal education. Poli was determined to find a way to use technology to help her ELL and special-needs students learn English more quickly. As she watched the Apple ad featuring the U2 song "Vertigo," something clicked. After looking into the benefits of music and how audiobooks can help struggling readers, Poli approached her superintendent with a proposal for an after-school iPod program, and received the go-ahead. To teach contractions, she used Barry White's "Can't Get Enough of Your Love"; to teach adjectives, she turned to Shania Twain. She found that working with the iPods engaged and challenged her students. At the end of the year, half of the children were able to transition into English-only classes, a process that typically takes four to six years.