Poor communication between native English-speaking instructors and lowlevel language learners, can be a familiar feature of the Japanese classroom. From the observations of an English lesson, this paper will examine the reasons for this breakdown, arguing that a combination of factors were responsible. These included ; inter-cultural issues, low student motivation and the instructor's teaching methodology. Chapter 1 will describe the teaching context and provide a linguistic and ethnographic analysis of the opening exchanges between the lecturer and the learners. In chapter 2 this discourse will be examined in greater detail and reasons for the breakdown in communication discussed, focusing on such host-culture concepts as 'group' and 'individual face needs'. Chapter 3 will briefly examine different aspects of motivation from an educational perspective and give reasons for the students' apparent disinterest in learning English (herein L2). In the final chapter, a number of proposals are made, which it is hoped, could diminish the inter-cultural misunderstanding, enhance motivation and thus improve L2 acquisition.