This paper discusses the development of an approach to teach English as a Second Language (ESL) literacy to a non-cohesive group of students based on the ideas of the Brazilian educator Paulo Freire. The Freirean approach works with the students' daily reality and it uses literacy as a means of empowering the students politically, socially, economically, and personally. Freire's works in Brazil and Freirean-inspired programs in the United States are outlined, especially in the areas of ESL literacy. Literature dealing with critical pedagogy in the United States is also examined. The curriculum unit as well as what transpired during the lessons are described as well. The paper also discusses the limitations of using such an approach with such a group of students.