Videotape recordings of classroom discourse in a cooperative learning program are analyzed using interactional sociolinguistic methods to go beyond the surface content of what is said and reveal the inferential processes by which participants assess what is intended at any one point in the interaction. The analysis shows that, contrary to what has sometimes been claimed, children when left to themselves are actively involved in the learning task set by the curriculum. But the children are defining the task in such a way as to reveal their own concerns which, while carrying out the curriculum, tailor the issues to the children's own analysis of their needs.