This study examined the communication of non-aggressive, rejected (NAR) children and popular children during peer interaction. The participants were 80 fifth and sixth graders recruited from a larger sociometric sample (40 boys and 40 girls; 20 NAR children and 60 non-aggressive, popular children). Participants were assigned to 40 same-gender dyads: 20 NAR-Popular dyads and 20 Popular-Popular dyads, and each dyad was asked to collaborate on a social reasoning task. Results showed that when placed in a collaborative context with a popular peer, NAR children displayed a distinct pattern of social goals and self-efficacy, self-focused and disruptive patterns of communication, and emotional responses to the collaborative interaction. Differences between boys and girls were found for communication patterns, and a social status and gender interaction was found for emotional experience. (Contains 1 table.)