This article describes how a videotaped lesson analysis afforded elementary teachers opportunities to learn during their yearlong English as a second language (ESL) endorsement program. The aim of the assignment was for teachers to attend and respond to student contributions through conducting a macroanalysis of the lesson overall as well as a microanalysis of a few minutes of instructional interactions. Through this analysis of their videotaped instruction, teachers noticed the rich capabilities of their students and how they afforded their students limited opportunities to negotiate meaning, practice language, and apply content-area skills in their lessons. Upon realizing these minimal chances for students to contribute to classroom discourse, teachers wrote about potential adaptations to their instruction that would enable emergent bilinguals to engage more frequently in productive talk. Implications for teacher educators, including our team's refinement of this process, are discussed.