This qualitative case study explored the motivations and experiences of thirty young adults enrolled in a free church-based English program in Phnom Penh, Cambodia. Data include the researcher's field notes from six months of participant observation and transcribed in-depth interviews with thirty self-selected Cambodian English language learners who identify themselves as either Christian, Buddhist or religiously unaffiliated. A critical Teaching English as a Second Language (TESOL) perspective served as the conceptual framework for this study's research design, data analysis, and interpretation of findings. Using a critical TESOL perspective, the researcher interrogated the approach to the recruitment of students, the curriculum, and the pedagogy employed by an Evangelical church where participants studied. The broader issue of teaching of English as a second language in a developing nation, like Cambodia, is examined in terms of its potential beneficial outcomes and/or harmful consequences. Findings indicate that poverty and religion play important roles in participants' experiences. Participants seek out multiple English learning opportunities. The motivation and commitment to learning English among young adult Cambodians are very strong due to a belief that the learning of English is necessary (and in some cases, sufficient) for social mobility for themselves and their families. Learning English increases some individuals' potential access to employment opportunities in Cambodia's globalizing economy, although the nation remains one of the poorest in the world. But on a broader societal level, individuals' reliance on learning English as a means to upward mobility leaves untouched the social, economic, and political forces that underlie the intergeneration reproduction of social inequality. Findings offer implications for TESOL practice in US urban schools and recommendations for future research.