The Book Club project has a focus on research examining literature-based instruction with an emphasis on student-led response groups and this report describes the use of Book Club instruction within a special education resource room, in which elementary-level children incorporated the use of high quality literature, written and oral responses to literature, and student-led discussions. Specifically, the report describes the experiences of a group of five students (identified as learning disabled or educable mentally impaired) as they participated in Book Club at an urban school in a mid-sized midwestern city. The first phase involved a unit on folktales to help students explore both what to share and how to share within their small group discussions and to provide instructional support through modeling, teacher-led discussion, and written activities to help their oral response. The second phase, using a unit on disabilities, focused on furthering their progress and increasing their use of personal experiences in interpreting text. Student growth in literacy activities was noted through three areas: nature of the Book Club interactions, change in written response, and types of questions discussed. The types of instruction and modeling that helped the students grow confident in their literacy abilities are discussed. Appendixes list literature used and outline Book Club activities. (Contains approximately 35 references.) (Author/JDD)