An analysis of what appears initially to be a typical literature circle discussion about the book "Shiloh" illuminates larger issues of the influence of class and gendered discursive practices. Drawing on critical discourse analysis, the author suggests that the ways these fifth-grade students enact class and gender roles actually positions them outside of desired literacy behaviors. By understanding how students' language practices are shaped and influenced beyond the text, teachers can help students engage in more productive discussions and can create a more positive classroom environment for learning.