This article aims first to show how a teacher, working within a nationally proscriptive, standards-driven, mainstream context turns a form-focused phonics practice activity into a word game that engages the imagination, intellect, and identity of 5-6-year-old English language learners. Based on the assumption that teacher-student interactions are crucial for bilingual students' success at school (Cummins 2000, p. 6), the transformation in the 15-minute Literacy Hour word work activity is presented in terms of five key discourse threads related to (a) covering the curriculum, (b) surface justification, (c) deep justification through shared imaging, (d) shifting the locus of experience, and (e) playing the word game, each of which is explained by different theoretical perspectives, and each of which embodies different pedagogical principles. The subsequent discussion focuses on the fundamental changes in instructional and social assumptions about the nature of language, knowledge, learning, the curriculum, and student outcomes to explain how the traditional pedagogy implicit in the published activity develops into a constructive and then a transformative pedagogy (Cummins, 2001, p. 219). The article shows how pedagogical transformation works on multiple related assumptions and how these are realised in discourse threads weaved through the teacher-student interaction. (Contains 5 footnotes.)