Integrating comprehension and vocabulary instruction in read-alouds can help teachers make the very most of class time. The curriculum described illustrates how read-alouds, when implemented with strategic purpose, can boost learners' vocabulary knowledge and reading comprehension. Specifically, the author presents guidelines for: (1) selecting texts to encourage "text-to-text" and "text-to-self" connections; (2) selecting target vocabulary words; (3) promoting text-based discussions; and (4) incorporating comprehension instruction before, during, and after the reading process. (Contains 4 tables and 4 figures.)