Prior research has identified ways in which parents and teachers contribute to learned helpless responses to failure, but little is known about the role that interactions with peers might play. In this study, the conversations of fourth- through sixth- grade children and their friends were observed after children experienced an achievement-related failure. Changes in children's responses to failure from postfailure to postdiscussion were predicted from the features of these conversations. Children who received frequent help from friends reported fewer maladaptive responses to failure. In contrast, learned helpless responses were predicted when friends engaged in off-task talk, when children discounted their failures, and when children or friends evaluated the task negatively. Sequential analyses were used to better understand these effects and those moderated by gender and relative performance. Using observational methods, this study contributes to our understanding of the processes by which achievement-related beliefs are influenced by peer interactions. (Contains 6 tables, 1 figure and 1 footnote.)