Many struggling readers, students with English as a second language, and children with disabilities do not engage in the strategies that good readers use when reading for understanding. Reading comprehension depends upon the students' ability to successfully use strategies to monitor and control their own comprehension. Teachers need to help students develop skills that will aid in reading comprehension. The think-aloud is one strategy that can help struggling readers improve fluency and comprehension. One of the most important components to determine the success of the think-aloud is the teacher's ability to model and facilitate the think-aloud procedure. The teacher needs to have a basic understanding of what is meant to be accomplished using this method. This article profiles how three teachers model and facilitate a think-aloud with three struggling readers.