Using a social constructivist theoretical perspective, the author investigated what students internalized from the dialogue in a process writing classroom. The study focused on four students from culturally diverse backgrounds who participated in a fifth/sixth-grade classroom in New York City. The teacher focused on the qualities of good writing and conducted individual writing conferences with students. Students kept notebooks of their personal experiences and selected from those to create a project for a larger audience. Sources of data included (a) videotaped and audiotaped observations of classroom interactions, (b) interviews with the teacher, (c) interviews with the students, (d) students' texts, and (e) writing conferences with younger students. The comparison of student cases suggests that what the students internalized from classroom dialogue was related to the quality of interactions with their teacher. Students transformed the dialogue to meet the constraints of new purposes and situations.