L2 education research has shown immense interest in learners and their views of L2 learning. Nevertheless, the different directions of learner-focused research have been inadequate in highlighting learners' learning experiences in relation to their social backgrounds, particularly in the developing world. Drawing on the first author's PhD research, this paper analyses school learners' perceptions and experiences of learning English in rural Bangladesh and shows how the curricular status given to English and the discourses of its benefits force them to befriend the language which is unrelated to the local linguistic ecology, and how English, despite its foreignness, dominates their thoughts and consciousnesses. It brings to the light the students' inner struggles, as they desire English proficiency but feel helpless because school English teaching, in their evaluation, is poor, and their socio-economic disadvantage does not allow them to buy the private English lessons required for English learning. (Contains 1 table and 3 notes.)