In this qualitative study, Saudi engineering students talk openly of their experiences learning English in the Kingdom of Saudi Arabia (KSA) and as university students in the United States (US). These students reported that they learned only the basics of vocabulary and grammar in KSA. Consequently, they came to the US with few English skills. In particular, their conversational and writing skills in English were deficient. In the US, they found themselves surrounded by Arabic-speaking compatriots and lacked opportunities to speak English and interact with domestic students. Implications of the findings are discussed. Key words: Saudi Arabia, English language learners, ESL, international students, engineering students, English proficiency.