The study reports on the types of questioning strategies teachers use to promote thinking, problem-solving and reasoning during small group discussions. The study also reports on the types of discourses students use to problem-solve and reason during their small group discussions. An audiotape of one class lesson from the three teachers included in the study and a sample of a small group discussion from each classroom were collected and fully transcribed. The results show that the teachers used a variety of questioning strategies, ranging from those that challenged children's perspectives to those higher-level questions that required children to provide reasons, make connections and think metacognitively. In turn, the children appropriated many of these ways of thinking and talking and used them in their interactions with each other. The study shows that if teachers want to encourage children to engage in higher-level thinking and talking then they need to explicitly guide and scaffold these discourse patterns in their interactions with their students. (Contains 2 tables.)