This study explored the instructional potential of bilingual picturebooks for building word consciousness in bilingual elementary students. Word consciousness refers to knowledge about words as well as interest in and enthusiasm for learning new words. This disposition helps students build their vocabularies and learn more words from talk and text. Transcripts from 37 small-group bilingual book club meetings with 11 Spanish-English bilingual fourth graders revealed how discussion and translation activities related to the books supported word consciousness. Students paid close attention to words, learned how words work, and played with words. The study shows how structured talk about bilingual books can build word consciousness and thus vocabulary and comprehension.