In 1991, David Macaulay was awarded the Randolph Caldecott Medal for his picturebook, "Black and White" (1990). He believed the Caldecott committee's choice communicated many messages to readers of all ages: "that it is essential to see, not merely to look; that words and pictures can support each other; that it isn't necessary to think in a straight line to make sense; and finally that risk can be rewarded" (p. 419). This article focuses on how Macaulay uses play to engage readers--to arouse their curiosity, to make them think, and to incite them to "see things" in "Black and White". Excerpts from Grade 5 students' written responses illustrate some of their responses to and interpretations of various kinds of narrative and illustrative play in "Black and White".