This study examines factors involved in the creation of rapport between students and teachers within an ESL classroom, and reviews general concepts in classroom discourse. To investigate how rapport is created in ESL educational contexts, two classrooms were recorded and transcribed in the opening phase of a lesson. Both transcripts were taken from small classes with fewer than ten students, and in order to elucidate potential rapport building differences, the data were taken from one advanced ESL class and one beginning ESL class. An examination of the subsequent transcripts showed relevant differences between the two classrooms. The teacher of the advanced class made extensive use of personal anecdotes, humor, explanations of cultural references, footing shifts, humor, laughter, and narratives, while the teacher of the beginning class maintained what might be considered a traditional classroom format using an IRE pattern and direct nomination strategies. The analysis of the resulting data suggested that it is possible to have student participation even in the absence of student speech. The teacher of the advanced class made effective use of what was essentially a long narrative to establish rapport with the students. Conversely, the teacher of the beginning class may have negatively affected rapport by forbidding the use of the L1, maintaining a rigid IRE structure, directly nominating students, and inadvertently indexing other students as non-participants in the discourse. A discussion of these findings proposes that the effective creation of rapport can be achieved simultaneously with educational goals in the classroom. Adapting narratives and other associated socio-affective techniques for different levels of ESL classes, and prudently alternating more traditional classroom formats with more casual structures may provide an enhanced balance between classroom regulating discourse and rapport-building functions.