Interest in understanding what constitutes effective instruction online continues to grow as more universities adopt mediated formats for teaching. However, engaging students in productive, content-related conversation in online courses remains challenging. Several variables may influence student willingness to talk in online classes--procedural justice, affect towards the instructor, and perceived cognitive learning--each with probable direct and indirect effects on student inclinations for communicating in the classroom. This study proposes a model predicting student willingness to talk in online classes. Results indicate initial support for the proposed model, and practical implications for instructors teaching online courses are suggested.