With classroom observation and stimulated recall interviews as research instruments, the present study investigated some of the factors that affected learners' attention to teacher talk in nine English as a Second Language (ESL) classrooms. The results revealed five such factors, namely, learners' self evaluation of their language knowledge, the way teachers provided language information, learners' role in language episodes, peer behavior, and learners' concern for "face." Specifically, learners paid more attention to teacher talk when they thought they did not understand a language feature, when they were the initiator of a question or at least involved in a language episode, when peers reacted to their mistakes, and when teachers used various techniques to explain a language point.