This study examined how the use of teacher think-alouds influenced and transferred to the reading comprehension and metacognition of seventh grade middle school social studies students in two Reading Apprenticeship classrooms. The researcher conducted classroom observations at a middle school in a mid-size suburban and rural school district in Northeastern Pennsylvania for the purpose of observing the language skills of two seventh grade social studies teachers while engaging in think-alouds using social studies texts during whole class instruction. Following four teacher observations, the researcher assessed 10 students from each of the two social studies classrooms using the Qualitative Reading Inventory-5 (QRI-5) to determine the type of language skills they used while thinking-aloud with an upper middle school social studies passage. Quantitative data about teacher and student think-aloud statement scores was collected and correlated to measure possible patterns of consistency between teacher and student language skills when thinking-aloud. An Analysis of Variance (ANOVA) was used to measure three consecutive years of winter 4Sight Benchmark Reading scores of two of the seventh grade participating teachers' students in District A and all of the seventh grade students in District B. The students' scores between the Reading Apprenticeship teachers in District A and teachers in District B that have not been trained in Reading Apprenticeship were analyzed and compared to determine differences in reading comprehension. Teacher interview data from both districts was collected and analyzed for emerging themes. Based on the instructional observations of Teachers 1 and 2 in District A, qualitative analysis yielded a total of 115 QRI-5 think-aloud strategies. The three most frequently modeled think-aloud strategies include: (1) making new meaning, (2) paraphrasing/summarizing and (3) reporting prior knowledge. The average mean scores for each of the eight QRI-5 think-aloud strategies used in both classes resulted in a higher mean cluster and lower mean cluster. The higher cluster of think-aloud strategies include: (1) making new meaning, (2) paraphrasing/summarizing, (3) noting understanding and (4) identifying personally. The range of distribution of total student strategy scores used during think-alouds revealed the distribution of average total strategies was wider for District A Teacher 1's students than District A Teacher 2's students. A significant correlation was not made to show that the greater the variety of think-aloud strategies a Reading Apprenticeship teacher uses yields a greater variety of student think-aloud strategies. The t test results showed there are no significant differences between the number of strategies used by students of District A Teacher 1 and students of District A Teacher 2. Students in District A did not show greater growth trajectories in reading comprehension than the students in District B from fifth to seventh grade. Six themes were found in the District A pre-observation teacher interview data and seven themes emerged from the District A post-observation teacher interview data. The themes are consistent with the Reading Apprenticeship framework. This research will assist in building awareness for the need of continued professional development of content area teachers to understand Reading Apprenticeship as an instructional framework in which reading processes, metacognition, and metacognitive conversation play key roles. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]