Abstract: This qualitative study examines the notion of meaning-making within the realm of the untracked English classroom. It includes a theoretical framework for considering meaning-making within the context of the classroom and explores further what it means to teach and learn dialogically. It examines how individual students created their own meaning-making journeys within the structuring of a year long study of literature and writing. Through analysis of three students' writing, art and talk, this study explores what meaning-making looked like for individual students in an eighth-grade, untracked English class over the course of one school year. It focuses on the different kinds and functions of the dialogic relationships students created for themselves when they participated in the study of literature and writing. It explores further how individual students connected themselves to the literary texts they studied, what skills and practices they used for negotiating understanding for themselves, and how they portrayed their thinking in their writing, art and talk. This analysis of individual students' meaning-making journeys shows further how students, over time, deepened their understanding about literary characters' lives, the thematic notions they chose to study, and themselves. Finally, this analysis of individual students' meaning-making journeys establishes a set of principles about teaching and learning dialogically in the English classroom. These principles include: (a) teachers and students understanding and honoring the fragile and complicated nature of meaning-making; (b) teachers and students recognizing that struggles are an inherent and necessary part of meaning-making; (c) teachers providing students with meaning-making opportunities over time; (d) teachers recognizing that students need to learn how to make meaning; (e) teachers recognizing and supporting students' individual ways of positioning themselves in relation to the texts they study; and (f) teachers encouraging students to explore ideas of their own choosing, and supporting and guiding students as they learn to trust in the integrity of their ideas and the words they choose to portray them.