This case study describes the ways in which Sam, an English learner with weak comprehension, grew as a reader, student, and friend during his fourth grade year. Using the Interactive Model of Reading (Dis)ability and the RAND model of comprehension as a frame, Sam's experience in a Tier 2/3 tutorial program is examined. Over time, Sam (1) engaged more fully in tasks that required him to construct meaning, (2) found a range of texts that sustained his interest, (3) formed bonds with peers and teachers, and (4) viewed himself as a strategic and successful, rather than a struggling, reader. When provided with a program that was responsive to his unique needs, within an environment characterized by a caring relationship with his tutor, Sam's reading improved.