This teacher-research study describes the growth of four readers in grade-seven with long histories of failure in school. Their stories are told in case studies that contain descriptions of the classroom activities and events that influenced their progress, observations of their interactions with their peers and with me, their teacher, and finally, analyses of their work samples. This work is also about my role in my students' development and, thus, includes my reflections on how I transformed both reading and reader-response theory into practice and on relevant features of my classroom management. In the case study of each student, I have tried to capture their different learning styles and problems and also my thinking processes that arose from the beliefs, questions, observations, reflections, hunches, and flashes of insight that I, like most teachers, used daily and that formed the substance of my reader-based pedagogy. In addition, I discuss in detail the ideas in the research literature, such as reader-response theory and the whole language/phonics debate, that help to explain my students' progress.