This research focuses on read-aloud discussions in the classroom of an exemplary second-grade teacher, Mae Graham, during an academic year. We found the classroom environment Mae created, along with her instructional moves, fostered engagement and student-initiated talk. Our analysis affirms the importance of teachers' language in building positive classroom environments (Allington & Johnston, 2001; Johnston, 2004; Pressley, Allington, Wharton-McDonald, Block, & Morrow, 2001), and contributes to research on literature discussion by emphasizing the power of dialogue in providing space for students to meaningfully use language; understand and engage with literature; develop and share ideas, opinions and feelings; and, develop an appreciation for multiple perspectives. We argue that read-aloud and dialogue should be a priority in an era of high-stakes testing and narrowed curriculum.