Grounded in sociocultural theory, this article outlines a small-scale study exploring metacognitive awareness of second language (L2) listening. In each of five lessons, six pairs of advanced-level, adult, Japanese, EFL learners participated in a sequence of tasks involving the explicit verbalisation of strategies as part of a pedagogical cycle designed to stimulate their metacognitive awareness of the processes underlying L2 listening. Peer-peer dialogue was the central mechanism mediating the construction and co-construction of metacognitive awareness, and it also acted as the primary unit of analysis. The qualitative and quantitative analysis of the pairs' dialogue and corresponding diary entries illustrated that through, and in, dialogue as part of a structured pedagogical cycle, learners were afforded, and exploited, opportunities to enhance their metacognitive awareness of L2 listening. (Contains 3 tables and 3 notes.)