In "Language, the Learner and the School", Douglas Barnes recognised that intonation was important to classroom interaction but also acknowledged that his own research team did not choose to analyse it. This article presents instances of classroom talk about poetry and reflects on them using Barnes' concepts of pupil participation, exploratory talk and differentiated attentiveness. Transcripts rendered via Conversation Analysis afford attention to patterns of sound, suggesting the very particular nature of listening to poems and of pupils' responses to them. It seems Barnes' terms cannot account entirely for what occurs. Through original analysis, the author elaborates on Barnes' terms, concurrently reflecting on a domain of learning in English little considered in extant research. (Contains 3 tables.)