Teacher-fronted interaction is generally seen to place limitations on the contributions that learners can make to classroom discourse and the conclusion is that learners are unable to experiment with, for example, turn-taking mechanisms. This article looks at teacher-fronted interaction in the language classroom from the perspective of learner talk by examining how learners might take the initiative during this apparently more rigid form of interaction. Detailed microanalysis of classroom episodes, using a conversation analysis institutional discourse approach, shows how learners orient to the institutional context to make sophisticated and effective use of turn-taking mechanisms to take the initiative and direct the interaction, even in the controlled environment of teacher-fronted talk. The article describes some of the functions of such learner initiative, examines how learners and teachers co-construct interaction and how learners can create learning opportunities for themselves. It also briefly looks at teacher reactions to such initiative. The article concludes that learner initiative in teacher-fronted interaction may constitute a significant opportunity for learning and that teachers should find ways of encouraging such interaction patterns.