This article reports on a study of how third-grade bilingual students drew from everyday resources, particularly popular culture, in science classes and how the use of these resources shaped how they made sense of academic texts. Six months of data collection in an urban Midwestern school demonstrated that students--especially English-language learners (ELLs)--faced multiple demands from the science texts and instruction. One source of difficulty was the complex science textbook (in English) and instruction heavily based on information from this text. The textbook represented particular ways of thinking and communicating that are specific to the discipline of science; the popular cultural text represented different ways of thinking and talking unique to entertainment-based communities. English-language learners need to learn how to navigate across these multiple textual resources, including explicit attention to the linguistic features that shape these socially-constructed texts. (Contains 3 tables.)