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Group work is often recommended as a practice for English language learners and its potential benefits for the learning of students acquiring an additional language have been described by many scholars (Long & Porter, 1985; McGroarty, 1993; Olmedo, 2003). The purpose of the paper is to interrogate the notion of collaborative learning in classrooms and shed light on the types of engagement with content and language that such learning fosters and inhibits. We describe the participation of English language learners in group-based activity during the course of a five-week literature unit. We focus on the resources on which two mixed groups of ELL and non-ELL students draw in order to complete four iterations of the same task, and how the ELL students’ use of resources is shaped by the students’ experience in completing the task as well as the teacher’s evaluation of their work. The analysis is based primarily on data from audio-recordings and field notes. The data is analyzed from the point of view of students’ engagement with the task, with each other, and with other available resources (such as the teacher and the work of students who are not members of their group). Preliminary findings suggest that the students’ opportunities to develop the kind of academic literacy that the teacher intends are unequally distributed, just as the roles that the ELLs take are highly variable in terms of their metacognitive, content-related, and linguistic demands. The paper concludes with a discussion of the implications of the findings for classroom practice, and we provide recommendations for instructional practices that might foster to a greater extent the development of academic literacy in all the ELLs in the class. The main contribution of the paper is the close examination of the engagement of ELL students in group work in a classroom setting. Our analysis complicates the view that group work always benefits language learners and offers an empirical illustration of the ways in which group work can constrain as well as facilitate learning. The paper thus adds to a growing body of research (e.g., Swain & Lapkin, 1998) that aims to provide the educational community with a better understanding of how group work needs to be structured and nurtured in order to facilitate patterns of participation among students that can help them develop academic language and literacy.