Abstract
This paper conceptualizes values within character building, a desirable element which is integrated into Malaysian ESL curriculum. It examines Malaysian upper secondary school textbooks and found the prominence of the portrayal of such materials. Interview data suggest the need for character building among ESL learners and the positive role of such materials. Findings also suggest that the integration of values in ESL curriculum, when translated into ESL materials, problematizes further the notions of value-laden curriculum and values education.