This paper illustrates how classroom small talk between a teacher and students constitutes a distinct interaction pattern which varies significantly from pedagogical discourse of an institutional nature such as the initiation/response/feedback (IRF) pattern described in previous literature (Mehan, 1979 ; Sinclair & Coulthard, 1975). By presenting a piece of extended small talk in an ESL secondary classroom in Hong Kong and contrasting it with a piece of typical teacher-orchestrated institutional classroom talk, I show how the teacher and students demonstrate more dynamic and less asymmetrical roles during small talk with clear evidence of active contributions to the exchange by the students in terms of topic setting, turn initiation, turn development, and negotiation of meaning. Features of the small talk resemble everyday social discourse. Implications of this kind of classroom talk on the learners’ L2 language development are explored.[Copyright © 2003 University of California, Los Angeles.]