Through the use of a case study, this article explores the role of talk in underprepared students' acquisition of academic discourse. Conversation analysis as a linguistic framework is used to examine the interactions of students participating in a small writing group. Tracing the progress of one student's paper, I explore how students' participation in small writing groups allows them, in Faerch and Kasper's terms, to build declarative knowledge and negotiate strategies they can apply to their procedural knowledge of writing. The small writing groups, led by a teaching assistant, provide underprepared students with exposure to the practices and values of the academic discourse community. A systematic look at how students' talk is structured and what topics they focus on offers important insights to instructors into aspects of student writers' learning processes and suggests additional pedagogical approaches. (Contains 3 notes.)