This paper describes the experience of a fourth- and fifth-grade, first-year teacher's participation in the Book Club Project of the Center for the Learning and Teaching of Elementary Subjects. The Book Club included the use of high-quality children's literature, opportunities for response to literature in multiple ways, and instruction that focused on different ways to develop an appreciation for experiences with literature. The paper first describes the four components that make up the Book Club program: reading, writing, discussion (i.e., student-led small-group and whole-class), and instruction. The paper then focuses on a 6-week folktale unit, using the unit as the context for discussing the issues faced by the teacher in moving toward a literature-based instructional approach, the needs of the students, and how their instructional support helped facilitate their growth with both comprehension strategy use and with response to the literature they read. Students' growth is described in terms of "what to share" during their student-led discussions and "how to share it." Transcripts of students' small group discussions or Book Clubs are used to provide a window into their interactions around the literature selections read, while samples of students' writing and drawings are used to reflect individual responses. In addition, transcripts and writing samples are used to describe progress in question-asking, seeking clarification, overall participation, use of personal experiences, and links to other texts. (One figure, 1 table, and 3 teaching ideas are included; 17 references are attached.) (PRA)