This research investigates the opportunities provided in different play contexts, both indoor and outdoor, for three-year-old children to play, talk and listen with peers. The analysis draws on data from an ethnographic study of boys’ and girls’ play in two family centres, two college creches and a nursery class. Observations of naturally occurring informal talk between three-year-olds were documented via note-taking, audio and video recordings and verbatim descriptions of events. One hundred and sixteen recordings of naturally occurring informal talk between three-year-olds were transcribed. Whilst analysing the linguistic strategies of questioning, repetition and appropriation within the children’s discourse it became clear that they were simultaneously learning the language system, learning in an intellectual sense and learning to communicate effectively. The study demonstrates the gendered nature of children’s peer talk as well as illustrating how peers can provide a scaffold and model for children with language delay. Various excerpts show how the transition from solitary/parallel play to collaborative play is discursively managed and expressed. The research results suggest that outdoor play facilities can be particularly beneficial for children’s conceptual, linguistic and communicative development.