Abstract: Project: Explore what it means to create classroom dialogue in a context where the teacher and students begin with little shared understanding of the topic, or of the academic purposes implicit in the curriculum goals. Material for the enquiry was drawn from a series of four Mathematics lessons about telling the time, which took place in a remote Aboriginal school. Authors Matt Lotherington is a teacher and curriculum coordinator in the school, while Helen Harper and Bronwyn Parkin are researchers. All three were interested in studying teacherled classroom talk, and how this talk could be used to support students to appropriate new language and concepts. Setting The context for this study is a school in the town of Maningrida, in the Northern Territory. At least 11 Aboriginal languages are spoken in this town. The school has an enrolment of about 700 students from Preschool to Year 12, and almost all (95%) are Aboriginal. School attendance fluctuates greatly, averaging around half (50%), particularly during the dry season when many people in the town move back to traditional country. The official language of instruction is English, although many children have minimal English knowledge when they first come to school. Literacy and numeracy levels as measured by the National Assessment Program Literacy and Numeracy (NAPLAN) are low. For example, in 2016, 94% of Maningrida Year 7 students scored in the lowest Band 4 for Reading, compared with 3% nationally (ACARA, 2016). For the past five years, the school has implemented a scaffolded approach to English instruction through the Accelerated Literacy (AL) program (Cowey, 2007; Gray, 2007). The AL approach is a source of Matt's experience in scaffolding pedagogy. Matt's class, at the time of this study, comprised 12 students across Years 5 and 6. All were Aboriginal, and all spoke English as an additional language or dialect. A high-attending class, they averaged strong (91%) attendance. However, their generally low levels of literacy and mathematics created some challenges for building age-appropriate content.