The portrayal of characters in children's literature can be a very powerful influence on young children. Teachers have a responsibility to expose children to characters of all types, including those with disabilities. The goal of this study was to explore how third and fourth grade students responded to characters with disabilities in children's books. We read a total of 12 books that included characters with disabilities to students in two third-grade and one fourth-grade class at three elementary schools. We video-recorded discussions about the books and identified the following four themes, all of which related to influences on students' responses to the character with a disability: (a) societal messages, (b) academic responses, (c) teacher influence and (d) portrayal of disability. We recommend that teachers carefully select books featuring characters with disabilities based on the way the disability is portrayed in the book, and, after the read-aloud, use questioning strategies that encourage students to make thoughtful, deep comments rather than giving "expected" responses.