This article is an exploration of differences among adults studying beginning English as a Second Language (ESL). Data was obtained through interviews with 20 Washington, DC-area Spanish-speaking adults enrolled in beginning ESL classes who had a range of different literacy levels in their first language. The interviews included two phases, one focusing on sociological factors and the other on testing and teaching, and the students' differences were examined in terms of both sociology of language learning and classroom instruction. The discussion bridges theories in adult literacy and ESL literacy with examples drawn from classroom-based research. Literacy is seen not as an autonomous skill but part of a non-autonomous framework. Illiterates are identified as a distinct social group, and the ESL literacy classroom is shown to be a cross-cultural situation in which the teacher's literate view and usage of language contrasts with the illiterate student's oral ways of using language and of learning. It is concluded that general notions of the effectiveness of current ESL programs wrongly lead to notions of complacency about the success of ESL literacy. ESL classroom programs are mismatched to the needs of the lowest level illiterate immigrant. ESL literacy models are needed that reflect an understanding of the cross-cultural nature of an ESL literacy classroom and of the relationships between literate teachers and illiterate students. Results suggest that the illiteracy of adults from Spanish-speaking countries indicates a host of other sociocultural characteristics that affect their ESL attainment and integration into U.S. society. Contains 24 references. (Adjunct ERIC Clearinghouse on Literacy Education) (Author/LB)