Although course assignments require English as a Second Language (ESL) teacher candidates to design activities, performance assessments, and lessons that balance the teaching of the English language and academic content, the ESL teacher candidates remain perplexed as to how to teach without a prescribed curriculum. The answer is challenging, given the flux that the field is experiencing nationwide, a lack of consensus among theorists and researchers regarding effective English Language Development (ELD) instruction, the variety of ELD program models that operate in U.S schools, and a scarcity of resources (or lack of funding for them) that provide structure and continuity over the course of an academic year (Goldberg, 2008). The Oregon Department of Education (ODOE) recently adopted new English language proficiency (ELP) standards that address the teaching of language forms and functions with connections to academic content (ODOE, 2013). This is a starting point for developing curriculum and instruction that teaches language in context. However, how does one move from a curriculum focused on grammar forms to one that is balanced with content? Sally Hood collaborated with teachers in a school district in Oregon who work in a dual language immersion (DLI) program (Spanish-English; 80:20 model). The purpose of the project was to document how an ELD teacher plans and implements content-based instruction (CBI). The question driving the project was: How does an ELD teacher balance the teaching of language and content during ELD? The research began with an interview focused on details of a teacher's curriculum planning and was followed by eight classroom observations that were videotaped. The data also included students' writing samples that they completed throughout the unit. Students' parents signed permission slips for them to participate in this study and the study was approved through the University of Portland's Human Subjects Review Process. The second grade ELD class included 15 ELs (Latinos) designated at the "early intermediate" level of English language proficiency. The thematic unit, "Animal Classification," focused on adaptation and classification using comparison functions and subject-verb coordination forms.