English language learners (ELLs) are the fastest growing population in the US schools (National Center for Education Statistics (NCES), 2011); these students are consistently outperformed by their White counterparts on the National Assessment of Educational Progress data (NCES, 2011). While traditional English as a second language (ESL) classes emphasize building students' knowledge of spoken and written aspects of the English language, focusing on vocabulary and grammar instruction, we propose that ESL instruction might also include a focus on more nuanced elements of the language such as dialect and register and the relation between power and language, which is critical literacy. This article defines critical literacy in working with ELLs, explores the potential benefit of understanding language/power relationships, and provides one unit plan that will enable teachers to facilitate this development of knowledge.