In an effort to develop disciplinary literacies students in tertiary-level learning contexts, there have been various pedagogical approaches to fostering the learning of both language and content (Marsh, 2002; Zappa-Hollman, 2018). One widely-accepted approach is content-and-language-integrated-learning (CLIL), pointing to the importance of nurturing discipline-specific literacies of students as apprentice scholars who can appropriately participate in the scholarly conversations and practices of a discipline (Airey, 2011). Further classroom-based research insights are needed to deepen our understanding of whether and how CLIL-based approach can contribute to students’ empowered identities as legitimate participants in academia. This presentation explores a coordinated project-based pedagogical effort by university educators in Canada aiming to develop the disciplinary literacies of international undergraduate students in a linguistically-responsive course. The presenter will draw on specific examples of how such a pedagogical effort informed by task-based, functional approaches to language learning may create an educational space cultivating empowered identities of students. The presentation will illustrate how students were invited to position themselves and others as producers of meaning with a sense of affective, cognitive, and communicative empathy while exploring the inextricable relationship between language and disciplinary knowledge. The presentation closes with pedagogical insights into the importance of empathy-fostering classroom discourse.