This paper describes a systematic thematic analysis of one particular latency-aged children's group and includes a discussion about potentially helpful outcomes measures. The impetus for our small, practice-based qualitative research project came from the two papers by Reid (1999) and Canham (2002) about children's psychotherapy groups, particularly Canham's (2002) paper, "Group and gang states of mind". Canham and Reid used Bion's theories of group functioning as the basis of their technique with children's groups. We felt that it would be an interesting follow-on from Reid and Canham's findings to explore in some detail the specific therapeutic factors involved in a shift from paranoid-schizoid to depressive functioning in group therapy. We hoped that this might give us some helpful clinical indications as to the circumstances in which group rather than individual psychotherapy and parallel parent work should be considered as the treatment of choice. The paper concentrates exclusively on group work with latency-aged children, therefore referring mainly to the limited number of papers published about psychoanalytic group therapy with this age group. (Contains 1 figure.)