This study examines a collaborative reading of John Keats's poem, "When I Have Fears That I May Cease to Be," by two high school seniors with attentional difficulties in a mainstream British Literature class, with a focus on one of the students, Rita. The data consist of a retrospective verbal protocol during which the students recounted their process of composition as they interpreted the poem through an artistic medium, and a reconstructed transcript of a presentation of this drawing to their classmates. The data were analyzed with a coding system that focused on the setting of the students' composition, their goals for composing their interpretive text, and the tools through which they produced their interpretation. The data suggest that two factors were prominent in Rita's interpretation of the poem: her connection of a recent personal experience (the death of a friend) to the themes of the poem and the possibilities afforded by the artistic medium. The study concludes with a consideration of how students with attentional difficulties stay focused on their school tasks, particularly in relation to the ways in which their environments are structured. (Contains 1 table and 2 figures.)