An undergraduate course in children's literature was developed at De Montfort University in Bedford, England, United Kingdom (UK). In a children's literature course for first year students from a variety of backgrounds, age groups, and future intents, it is important to consider the discourse of children's literature, to trace intertextual reference, to look for evidence of overt and covert ideology in a text, to explore the metafictive nature of picture books, and to identify different kinds of linguistic playfulness. The paper addresses constructing a module for first and second year course content, and considers whether picture books are for children. Class participants are encouraged to see picture books as particularly challenging, multilayered texts. Recognizing intertextual reference in illustrations can be the start to an exploration of the multilayered nature of texts for both child and adult readers. The paper describes one class session, and provides examples from children's books by J. R. R. Tolkein, Alan Garner, J. M. Barrie, Enid Blyton, Roald Dahl, and Maurice Sendak, among others. (Contains 26 references.) (SWC)