The goal of this research was to investigate the effects of teacher read-alouds when students use, versus do not use, student companion texts during the read-alouds. Both quantitative and qualitative research data were collected based on an experimental design which randomly assigned 168 low SES, primarily Hispanic, students to either listen-only or companion text conditions during a 4-month intervention. The study was framed from a Connectionist theoretical perspective. Quantitative results indicated that no significant differences on two measures of reading growth were found. Qualitative data based on classroom observations, student interviews, and teacher interviews revealed higher attention, enjoyment, and comprehension for students that used the companion texts during the teacher read-alouds. Thus, the qualitative results of this study supported the research hypothesis although the quantitative results did not.