This case study draws on Gee's (1989) "D/discourse theory" to investigate English learners' (ELs') perspectives regarding Accountable Talk (AT)--a structured, discourse-intensive instructional approach--after a yearlong implementation in three content-based (mathematics) middle school classrooms. Interviews with 21 ELs (3 Advanced Placement, 18 comprehensive) revealed that students perceived AT as a means for (a) improving the quality of classroom interactions, (b) having expanded learning opportunities, and (c) getting ahead in school and life. In particular, students felt that by establishing shared norms for talk, explicitly teaching them verbal and nonverbal features of the school Discourse (e.g., active listening strategies), and increasing their access to peer experts and to opportunities to take on roles of authority (i.e., teachers/helpers), AT enabled their classroom participation on a more equal footing. These results suggest that giving the school-based Discourse a name (such as AT) and explicitly teaching about its principles may benefit culturally and linguistically diverse students by facilitating their socialization into the community of practice. At the same time, the study revealed that teacher perceptions and practices may limit the benefits of AT for ELs.