There is considerable variation in the implementation of role-play activities in second language (L2)/foreign language (FL) classroom settings, and little information is available about how students actually manage them, particularly with regards to overcoming their L2 deficits. This study examines the preparation of role-plays by university students in an intermediate Spanish class. When confronted with challenging aspects of the L2, they employed a variety of strategies, such as asking classmates, consulting reference materials, and modifying their original ideas to manage the task. This analysis of students' strategy use provides insights into how teachers might implement role-play activities more effectively into second and foreign language classes.