A study recorded the experiences of elementary school students with cooperative learning in two schools in Singapore. The students worked cooperatively in various assigned social studies tasks through the process of social interaction and sharing with their peers. One school was used as the experimental school while the other served as the control; four classes were chosen from each school. These experiences were captured through taped group discussions and interviews conducted with groups of pupils. A detailed analysis of their conversations documents some of the group processes and learning settings that seemed to affect group behaviors, motivation, and satisfaction of working together in cooperative groups. The quality of talk differed between the high and lower ability pupils. Different strategies were used by the two groups of pupils to process different types of tasks. In their interactions, they displayed different helping behaviors. Preliminary findings seem to indicate that personal gains, especially from the academic perspective, were an important determinant of participation in group interaction in the Singapore school context. The two groups of pupils also employed different social skills in their interactions. They differed in their ways of negotiating social relationships and coping with barriers to group cohesiveness. Findings suggest that the cooperative learning strategy has tremendous potential in helping lower ability pupils improve their learning and academic performance in social studies. Contains a table of data and 21 references. (BT)