Working with false-beginner English students could be rewarding; we just knew it. But after one semester of teaching listening comprehension, my colleague and I felt we were losing the student engagement and enjoyment we sought. There was little positive energy coming back to us as teachers. We were using good texts (Airwaves and New English Firsthand) and we felt we were providing challenging lessons while encouraging student involvement. Many of the students, however, were required to take our classes and, after questioning them, we discovered that many did not want to study English nor, after the rigors of their junior and senior high school lessons, did they like English. We tried many things: humor, games, music, and role plays; but as that first semester progressed, students became more and more uninspired and distracted. Our classes were large (between 45 and 60 students) and many students were becoming lost. Hmmmmph.