To identify expert poets' cognitive processes as they compose poetry, we asked 10 expert poets and 10 novice writers of poetry to think aloud as they composed a poem. Compared to the novices, expert poets revealed an associative playfulness and surrendering of consciousness, similar to that shown in research on general creativity in domains such as art, music, and science. Experts also demonstrated significantly more evidence of deliberate procedures and active revision. Novices rarely revised their poems. With regard to meaning, experts made significantly more comments about how the text was meaningful, in particular how textual elements evoke and amplify meaning, than about what the text merely meant. The novices commented more on what the text meant than how the text was meaningful. In discussing the results, we propose a model of the cognitive processes involved in poetic composition, and explore implications for instruction in school and post-secondary educational settings.