Discourse analysis was utilized to bring attention to interactional moves made by students with learning disabilities (LD) and/or emotional/behavioral disorders (EBD), and their teacher, that impacted students' positioning and motivation for classroom participation. This study built on prior research on positioning (Davies & Harré, 1990) through interactive talk to understand how the teacher and his students positioned themselves and others, and how positioning interacted with the classroom dynamics that were displayed through (non)participation in and across communities of practice. Findings reveal that the teacher's reflexive positioning as caring, considerate, skillful, and patient, as well as the interactive positioning of his students as community members who deserved patience and attention, promoted interactive talks and stimulated students' motivation for engagement in classroom activities. The researchers, therefore, argue that teachers' positive positioning can allow teachers to make informed pedagogical decisions to transform power dynamics and promote equitable educational opportunities for all, especially for those with LD and EBD.