Observations of children's responses to picture books in three first-to-fourth-grade classrooms over a two-year period helped to form a descriptive framework for children's responses to picture books. Field notes, transcripts, and other data revealed that when children talked about picture books, they used the lexicon of the expert. They seemed comfortable using terms like "end pages,""title pages,""illustrator," and so forth. When words from the adult world failed them, they simply made up their own. When talk served an informative function, children simply pointed out the contents of the illustrations or they compared the contents in one book to another book. Children used the heuristic function to wonder or make inferences about the artists' techniques as well as the pictorial text. The imaginative function of language was often used to create new forms or to make the unfamiliar familiar through the use of metaphors or similes. At other times imaginative language represented an inner mental reorganization or creation of new images. Many of the comments children made about picture books served a personal function. As children used language for many purposes in reading picture books, their comments showed them to be developing more critical thinking skills, not only in cognitive factors but also in aesthetic awareness. (HOD)