A qualitative study examined the ways in which middle school and high school students create meanings when they are reading literary and non-literary texts. Subjects, 18 seventh-grade and 18 eleventh-grade students attending schools in an inner city or a suburban school district and judged by their teachers to be either above, at, or below average for their grade level, produced think-aloud protocols as they read two short stories, two poems, a science text, and a social studies text. The think-aloud protocols were analyzed and a set of patterns of student concerns were identified. Results indicated that the process of reading literary and non-literary texts is one that involves a four broad recursive stances that the reader takes toward the text: (1) being out and stepping into an envisionment; (2) being in and moving through an envisionment; (3) stepping back and rethinking what one knows; and (4) stepping out and objectifying the experience. (Fifty-three references and a selection from one student's think-aloud protocol are attached.) (RS)