This action research examines experiences that students in a grade 10 EFL class had with redesigning a grammar-unit into a topic-based unit. Strategies were formulating significant learning goals and objectives, and implementing and reflecting on activities with three dimensions of Dee Fink's (2003) taxonomy of significant learning: the human dimension, integration, and application. Students reported positive perceptions about learning with and about others, learning about themselves, integrating language and topics to their lives, and recycling and applying topics to other formats. They became more active and reflective language learners. Difficulties were linking significant unit goals and objectives to all participants' needs and interests, students' initial unwillingness to learn about others, and students' limited proficiency for integrating and applying English.