This study focused on the role of subject-matter content in second language (L2) learning. It sought to identify ways in which teachers modified classroom interaction about subject-matter content in order to assist the input, feedback, and production needs of L2 learners, and to promote their attention to developmentally difficult relationships of L2 form and meaning that they had not fully acquired. Data were collected from 6 preacademic English L2 classes, whose content consisted of thematic units on film and literature. Each class was composed of 10-15 high intermediate English L2 students and their teachers. Analysis of the data focused on teacher-led discussions, because these were the predominant mode of interaction in each of the classes, and on form-meaning relationships encoded in noun and verb forms for purposes such as reference, retelling, argument, and speculation regarding film and literary content. Results of the study revealed numerous contexts in which the discussion interaction might have been modified for the kinds of input, feedback, or production that could draw students’ attention to developmentally difficult form-meaning relationships. However, there were relatively few instances in which this actually occurred. Instead, the teachers and students tended to exchange multiutterance texts, the comprehensibility of which provided little basis for modified interaction and attention to form and meaning.