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This article examines the influence of Japanese cultural values, beliefs, and educational style on Japanese students learning English as a second language in an American classroom. In contrast to the Japanese students' high motivation to learn English, their classroom behavior and roles reflect their own cultural perspectives rather than the teacher's expectations based on the behavior and roles of American students. Through a questionnaire and class observations, a paradox was identified. Most of the Japanese students supported voluntarily asking and answering questions; however, their learning style of being quiet prevented their active participation. This paper shows that it is important for Englishlearning Japanese students to become aware not only of their own cultural values and beliefs, but also of the target language's cultural values and beliefs in order to achieve effective learning. Similarly, understanding the student's culture is an important first step for teachers in effectively communicating with the student, since cultural factors influence students' motivation and achievement. Teacher's awareness of cultural differences fosters effective language instruction.