Phonological and Lexical Innovation of Arabic Loanwords is designed to maintain second and third language learners' difficulties at all levels. It is basically expected to be beneficial for teachers, who are teaching in these areas, in which English is primarily taught as a second or third language. The author's approach is mainly to contextualize theories beginning with a brief history of the targeted languages and supported that by providing fundamental corpus to exemplify claims. The book is divided into two phases. The first section covers phonological changes of Arabic loanwords in Beja Language with innovations in word pattern and phonemes. The second section concludes with rationales behind types of borrowing lexis from other languages as well as semantic changes that occur in overall meanings of each borrowed or loaned term. The books state recommendations to text book designers.