Topic choice, topic synchrony, and utterance function during mother–child playsessions at age 3 were examined in 32 late talkers (identified at 24 to 31 months) and 21comparison children, matched at intake on age, SES, and nonverbal ability. At age 3, late talkershad significantly lower MLUs and IPSyn scores than comparison children. Late talkers andcomparison children did not differ in number of utterances, topic initiation, topic synchrony, useof commands, reactions to commands, or conversational fillers. However, late talkers askedsignificantly fewer questions, provided fewer answers to maternal questions, made fewerdeclarative statements, and were less likely to elaborate on their own topic than comparisonchildren. Mothers of late talkers produced significantly more utterances and asked many morequestions, but otherwise they did not differ from mothers of comparison children. In both groups,children and mothers were highly synchronous. When late talkers were divided into two groups(children with continuing delay vs. “late bloomers” who were within the normalrange in MLU), the subgroups did not differ significantly from each other on any conversationalmeasure.