In this article, I use the Vygotskian concept of the Zone of Proximal Development (ZPD) to examine the learning experience of two grade seven pupils as they attempted to solve an addition of fractions problem using fraction strips. The aim is to highlight how tools can facilitate the enactment of a ZPD, within which the tool provides the guidance. Viewing the ZPD as a zone that allows for the emergence of various forms of guided talk and actions, I present a detailed analysis of a short video-recording of the pupils' participation in a tool-mediated problem-solving activity. I show how their knowing of the concept of fractions and their perceptions of the affordances of the fraction strips marked what they said and did. I conclude by suggesting that the ZPD emerges through participation and interaction, not only between individuals but also between individuals and tools.