This research presents a case study examination of the experiences of teacher candidates and their instructor as they participated in whole-group picturebook read-aloud discussions over the course of three months. More specifically, it is an examination of the ways that they co-created meanings as they engaged in read-aloud discussions designed to create efferent and aesthetic transactions (Rosenblatt, 1978) and those that were guided by critical multicultural frameworks (Botelho & Rudman, 2009; Hade, 1997). Read-alouds have long been seen as important means of creating pleasurable reading experiences in group settings and modeling fluent reading practices to enhance the acquisition of literacy skills, most often with younger learners. In this study, however, the focus is neither on the participants' pleasure nor the acquisition of skills, but instead on the very nature of their discussions and the implications that such might have for future classroom teachers. The findings of this study indicate that teacher candidates and their instructor actively participated to deconstruct and reconstruct the reading process in a group setting while working to co-create meanings of texts. Additionally, as readers built upon and challenged each other's interpretations and preferences and biases, and as they shared personal information from their lived experiences, teacher candidates engaged deeply with picturebooks in ways that could significantly impact their future instruction as classroom teachers. Furthermore, as they engaged in read-alouds guided by critical multicultural frameworks, certain tensions arose within the discussions. Students and their instructor took up more dominant leadership roles, they exhibited both a desire and a certain reticence to discuss topics of a critical nature (e.g., race, class, gender, distributions of power), they focused on texts' possible subliminal messages, and they demonstrated a significant amount of discomfort and confusion throughout. This study, then, sheds light both on how teacher candidates responded to picturebooks in a read-aloud setting and how such experiences presented significant challenges. For teacher educators and others, the read-aloud experiences herein described may help them to reconsider and reimagine the possibilities and potentials of conducting picturebook read-alouds, especially those of a critical nature, with a wider range of audiences and age groups. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]