This research investigates the different responses of two third grade bilingual (Spanish and English) students to an English whole language literacy curriculum. Specifically, the research examines: (1) how the students resisted, appropriated, and/or internalized a whole language curriculum and (2) the relationship between student curricular interactions and their literacy development. Teacher instructional mediations and student interactions with these mediations were observed and examined for one academic year. In addition, pre and post reading, writing, and spelling data were collected and analyzed. Findings indicate that the two students, although of similar linguistic, cultural, and instructional backgrounds, had very distinct responses to the curriculum. One student immediately began to engage in the curriculum as intended due to his apparent interest in the curricular topics as well as his desire to explore his own personal interests through the use of literacy. The second student resisted the curriculum and continued to define literacy as acts of “sounding out” unknown words and spelling words conventionally. The two students also demonstrated significant differences in literacy growth, with the student most engaged in the curriculum showing the greatest growth. Several factors that may account for the dissimilar student interactions are explored.