This study investigated child compliance and maternal instruction during planning. Based on the Child Behavior Checklist and free-play observations, 40 mothers and their 4- to 5-year-old children were assigned to a group with children who behaved within the normal range of compliance (n = 20) or a group with children with high rates of noncompliance for this age (n = 20). Mothers in the noncompliant group provided more low-level, directive, and negative instruction; requested more compliance; and shared less task responsibility with children. Mothers in both groups responded to child compliance by increasing or maintaining the level of instruction. Results are discussed in relation to the role of child compliance in regulating opportunities for cognitive development in social context.