This research explores the impact of CD-ROM storybook features on the reading behaviors of 6- and 7-year-old students with limited exposure to CD-ROM storybooks. Six categories of behaviors were identified: tracking, electronic feature dependency, distractibility, spectator stance, electronic feature limitations, and electronic features as tools. Results from this study indicate advantages and disadvantages of the features found in this electronic text medium. One of the most intriguing examples of advantageous use is the ability of CD-ROM storybooks to set a mood and context for a story in a highly appealing manner. They can also support struggling readers' initial attempts at unfamiliar vocabulary. However, there are also elements of CD-ROM storybooks that merit caution. They have the potential to promote passivity, putting readers into a sort of "spectator stance" in which they let the computer do the "work" of reading rather than becoming actively engaged in the reading process. Implications from this study suggest that an awareness of the benefits and limitations of CD-ROM storybooks can ensure that their use in classroom instruction provides maximum reader support without building reader dependency.