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Project-based instruction has been heralded as a most promising activity that can socialize students into academic language and literacy skills (e.g., Beckett, 1999; Stoller, 1997). However, there is scanty research on project-based instruction in general and fewer still on ESL students’ perceptions of it (Thomas, 2000); furthermore, the few available studies show conflicting results (see Beckett, 2002). This article reports the findings of part of a larger research study conducted to understand how secondary school immigrant ESL students were socialized (taught) to acquire academic language and literacy skills in a public school in Vancouver, Canada. The findings of the study confirm the findings of earlier studies that ESL learners actively construct meaning from project-based instruction, and that some clash exists between language policy, teacher perceptions, and ESL students’ perceptions of this activity. I conclude by taking the discussion of clashes between teachers and students beyond the current cultural model and by making recommendations for further research and practice.