The current study describes the storybook reading behaviors of 45 preschoolers [30 with language impairment (LI) and 15 with typical language (TL)] and their mothers. Each dyad was observed reading a storybook within their homes, and sessions were subsequently coded for indicators of emotional and instructional quality as well as for child participation. Mothers of children with LI showed lower levels of emotional support than mothers of children with TL, although all mothers exhibited similar quality of instruction. The two groups of children were equally enthusiastic about the book; however, children with LI were observed to be less compliant than children with TL and showed a trend to be less persistent. For the children with LI, participation in the book reading task was found to be high only when mothers' behaviors were observed to be highly sensitive in nature, demonstrating the importance of exposing children to maternal behaviors that are responsive to their unique abilities and needs.