The purpose of this study was to describe how one primary teacher of poor and working class rural students promoted small-group dialogue about books and literary concepts. Specifically, we focused on how she guided the students from the beginning of a lesson in ways that later led to dialogue during a videotaped four-day lesson sequence. We analyzed interactions of teacher-student talk during the sequence that involved reading, talking about, and responding to mysteries. Coding involved labeling "indicators" of instructional conversation outlined by Dalton (1997), coding other features of dialogue derived from theory, such as use of encouragement and pace for purposes of increasing thinking, and coding what we called "democratic supports," such as providing opportunities for student decision making. Findings contribute to the field's growing literature on classroom dialogue in primary-grade classrooms in three ways. First, teacher-fronted talk and true dialogue are not mutually exclusive; the former can be used to achieve the other. The teacher highlighted in this study, Gayle, purposefully used heavy teacher-fronted discourse, emphasizing telling, defining, and modeling at the beginnings of her lessons, which appeared to be critical to students' eventual participation. Secondly, additional instructional patterns not often illustrated in the literature on dialogue in the classroom, such as nonevaluative responses, encouragement rather than praise, examples and suggestions, and linguistic and paralinguistic cues such as pacing of talk and hand gestures, all appeared to assist students' participation. The teacher moved from careful, planned mediated action to spontaneous, genuine responses within the dialogic episodes. Finally, this study confirms other studies which suggest that classroom culture, characterized by a problem-solving environment, student decision making, student choice, collaborative work, and product-driven work, affects students' participation and subsequent construction of meaning during small-group dialogue. The following are appended: (1) Codes; and (2) Symbols for Reading Transcriptions.