Three English courses, based on the idea that subject matter, basic skills, and values are three separate areas that can be taught simultaneously, are described in this paper. The course described in the first section, "Women and Literature," combines interesting thematic material and values clarification with practice in traditional composition techniques. The paper's second section describes a course in oral communication that teaches all the basic language skills, emphasizing everyday speaking and listening skills. The future studies course described in the paper's final section helps students develop values appropriate to the decisions they will have to make in the future, while they study some science fiction and complete skill-developing writing assignments. (JL)