Objective: To learn how interactions among the content, professor, and students shaped passing and failing developmental English at one urban-serving community college (USCC). Method: I observed three sections of developmental English at USCC throughout a semester and conducted semi-structured interviews with all three professors and a sample of 23 student volunteers from across the three courses. The analysis drew on field notes from 58 classroom session observations, transcripts of the instructor, and student interviews, and more than 100 pages of course documents handed out to students (i.e., syllabi, assignments, rubrics, etc.). Results: Students' high school experiences shaped approaches to coursework (at least initially), whereby students quickly completed assignments without regard to the assessmentcriteria and expected passing grades for their effort. However, passing required students to adopt a new approach whereby they revised an unacceptable draft of an essay assignment intoa satisfactory one. Conclusion: The findings suggest that pedagogy focused on developing drafting and revising practices helped students develop the approaches necessary to pass. Further research is needed to understand a wider range of influences on students' learning experiences as well as how pedagogy influences passing and failing.