Background/Context: English language learner (ELL) students are lagging behind because of the extra challenges they face relative to their peers in acquiring academic English language proficiency, and the added burden of learning content in a language in which they are not proficient. The mandated inclusion of ELL students in the nation's accountability system may not be productive if their academic needs are not defined and addressed. Purpose/Objective/Research Question/Focus of Study: This study explores the relationship between students' ELL status and their level of opportunity to learn (OTL) as a factor that may explain performance differences between ELL and non-ELL students. Setting: The research was conducted on a sample of Grade 8 students in Southern California. Population/Participants/Subjects: A total of 24 Grade 8 classes participated in the study. Within these classes, a total of 602 students served as subjects for this study. Research Design: In this study, we examined factors that explain OTL for ELL students; therefore, the research design for this study is an ex post facto or causal-comparative design. Data Collection and Analysis: Data were collected on student reading comprehension, student background, and motivation. Internal consistency approach was used for estimating reliability of the instruments. Comparison of performance of ELL and non-ELL was done using a hierarchical linear model approach. Findings/Results: Results indicate that: (1) measures of classroom OTL are associated with student performance; (2) ELL students report a lower level of OTL as compared with non-ELLs, and such differential levels of OTL may indeed play a role in the lower performance of ELLs; (3) a higher concentration of ELLs is associated with lower levels of OTL; and (4) English proficiency and self-reported ability to understand teachers' instruction both appear to influence effective access to OTL. Conclusions/Recommendations: The results of this study suggest that students' ability to understand teacher instructions influences reported levels of OTL. Students who experience more difficulty report lower levels of OTL because they do not understand or thus recognize topics that have been addressed in class. The differential level of OTL may be a major factor contributing to the substantial performance gap between ELL and non-ELL students. However, there were limitations to this study. Among the most important is the meaning of OTL itself. What is a reasonable definition of OTL, and how far down into enacted instruction should it really go? Future studies need to carefully examine these factors and determine the best way to address the performance gap between ELL and non-ELL students.