Two-Way bilingual immersion programs, which bring together language majority and language minority children with the goals of bilingualism and biliteracy for all, are becoming increasingly popular in the United States. And while research shows high academic achievement for both language majority and language minority speakers, as measured by standardized testing (Thomas & Collier, 2002), several studies highlight the problematic tensions that arise around issues of equity, power, and the role and status of Spanish�(e.g. Cervantes-Soon, 2014; Fitts, 2006; Vald�s, 1997). I add to this literature by examining both the larger social processes that bring different groups of people together in the same urban space - such as gentrification and immigration - and how families and children differently experience the program. Through this ethnographic, discourse analytic study, I shed light on the social dynamics that influenced the creation of this program, including a funding crisis in the district along with a movement by middle class mostly white parents to "opt-in" to the public school system. I show how the efforts of one group to support and promote this program were driven by a desire for equity but also enmeshed in a system that reproduced class and race privilege. I demonstrate the stark differences in the realities of parents who composed the group of "English-speakers" and those who were the parents of the "Spanish-speakers." Yet, in the classroom, I illustrate how children showed a wider range of proficiencies than their labels allowed. I argue that, through everyday interactions children socialized each other into both languages, and into a range of ways of communicating that went beyond linguistic codes. Finally, through the concept of raciolinguistic socialization, I show how race and class impacted children’s trajectories, which were consequential to not only their identities, but also decisions to stay or leave the program itself. Children and families from vastly different class, cultural, racial, and linguistic backgrounds are differently subject (or not) to processes of racialization and marginalization, which have consequences for their schooling experiences and eventual outcomes. As such, both these processes, and these programs, merit more scholarly attention.