In spite of the increasing emphasis on the role that racial, social class, and gender issues play in second language acquisition and ESL instructional research, little has been written on how to identify or analyze such issues in current ESL texts. This article answers that call in the literature. Drawing on examples from two popular ESL texts, this article presents a method organized around the concept of critical language awareness (CLA) for conducting a critical discourse analysis of ESL texts. Implications for practice reveal how completing a critical discourse analysis of a text can offer teachers valuable information on how to deepen instruction on issues around race, class, and gender.