In this session, I will describe my experience facilitating group work in two different classes. In both classes, students were asked to work with classmates to solve problems without explicit instruction on how to do so. Despite the similar structure of the two courses, I noticed the group conversations were higher-quality in one of the courses. In this session, I will argue that three features of the experience, a) the characteristics of the students, b) the nature of the tasks I gave the students, and c) the physical learning environment, affected the quality of the conversations I heard.