This article offers an alternative vision to remedial reading instruction. The authors describe an instructional framework - Reading Apprenticeship - that is based on a socially and cognitively complex conception of literacy, and examine an Academic Literacy course based on this framework. Presented through case studies of student reading and analyses of student survey and test score data, they demonstrate that academically underperforming students became more strategic, confident, and knowledgeable readers in the Academic Literacy course. Student reflections, interviews, and pre-post surveys from Academic Literacy revealed students' new conceptions of reading for understanding, their growing interest in reading books and favorite authors, their increasing repertoires of strategies for approaching academic reading, and their emerging confidence in themselves as readers and thinkers. (author/ncl)