The purpose of this study was to describe and interpret young adult ESL (English as a Second Language) students‘ participation in discussions of literature in a high-intermediate level reading classroom at a university-affiliated ELP (English Learning Program) program. Additionally, this study explored the nature and characteristics of talk generated by ESL students within the context of literature discussions. Naturalistic methods of data collection were employed in keeping with the constructivist paradigm, including classroom observations, audio and video recordings, transcripts of audio and video recordings, field notes, interviews with the teacher and students, teacher resources, and student artifacts. This naturalistic inquiry drew from qualitative traditions in its design, and the study was further guided by grounded theory (Glaser & Strauss, 1967) and discourse analysis. The study findings indicated that literature discussions were structured by six stages: (1) reading at home, (2) setting up and review, (3) students redefining the tasks, vii (4) students doing the tasks, (5) sharing with the class, and (6) taking in-class quizzes. Analysis revealed that these sequenced stages that allowed for a shifting of roles and positions between the teacher and students and among students enabled students to have regular and extended opportunities for talk and interaction. The findings of the study demonstrated that the student-to-student exchanges featured more discursive talk as the students were encouraged to construct meanings collaboratively and to engage in interactive discourse with one another. The implications of these findings in terms of teaching as mediation and the nature of talk in ESL classrooms are discussed. / text