Group work offers a viable alternative to the teacher-centered, direct instructional model. However, many teachers have been reluctant to incorporate extensive group work into their teaching repertoire, citing concerns about the amount of English used and off-task behavior. This study reports the results of an analysis of five conversations of Spanish II high school students working on a series of group projects. The researcher established that the majority of student discourse was in English and that there was consistent off-task behavior in the groups. However, the majority of the student discourse was relevant to completing the assignment. A further analysis of this on-task discourse revealed examples of metacognitive discourse (i.e., talk about procedures and strategies) and metatalk (i.e., talk about vocabulary and grammar). Finally, survey data demonstrated that student opinions are generally positive about group work. (Contains 5 figures.)