Junior Great Books discussions were used to teach critical thinking skills and independent learning behaviors to learning-disabled 5th-grade students. In baseline observations, the seven learning-disabled students exhibited active off-task behaviors and disruptive behavior causing dismissal from the group, while seven students in a "regular" group voluntarily followed teacher directions. Three skills were identified as important to sharing ideas effectively: listening, turn-taking, and expressing opinions supported by story facts. While the regular students quickly integrated these techniques into their discussions, special students needed to be motivated to control their behavior in order to begin using the listening and discussion skills. A behavior management program was instituted, which brought about decreases in off-task behaviors and interruptions. Analysis of program data showed a dramatic increase in average length of response for both groups over the course of the Great Book series. The special group acquired the group interaction, listening, and discussion skills necessary to have extended discussions. A series of skills hierarchies is presented, in the areas of group interaction, listening, discussion, and thinking. Establishing an effective group interaction structure seemed to be the key to achieving progress in all the skill areas essential to successful discussions. (JDD)