While a growing body of research examines teachers' facilitation of discourse-rich classrooms, surprisingly little research is devoted to learners' responsibilities in such classrooms. In this paper, we share a theoretical model for explaining students' responsibilities in yielding mathematical learning in discourse-rich classrooms. These responsibilities consist of the following: (1) determined listening and striving to understand others' contributions; (2) proactive contribution; (3) maintaining equal positioning; (4) willingness to resolve incommensurability; and (5) on-task talk. Each of the responsibilities is interdependent, suggesting that failure to meet one responsibility decreases the likelihood that another responsibility will be met. The model suggests important implications for supporting learners in discourse-rich classrooms.