Theatre is a powerful tool for organizing one's experience. It is an instructional technique that motivates students as they seek to understand and communicate their learning. This article provides a foundation for using theatre as a learning strategy in the content areas for students with reading and learning disabilities, using metacognition as an important factor. Theatre addresses three prerequisite conditions for metacognition: information processing capacity, domain-specific knowledge, and motivation. This article describes research that supports the use of theatre-based learning as a way to strengthen perceptual skills, improve retention of new information, and to promote positive affective states, active student engagement, and reading comprehension. An example of implementing theatre-based activities in social studies instruction is described. (Contains 1 table.)