Topic choice, topic synchrony, and utterance function during mother–child play sessions at age 3 were examined in 32 late talkers (identified at 24 to 31 months) and 21 comparison children, matched at intake on age, SES, and nonverbal ability. At age 3, late talkers had significantly lower MLUs and IPSyn scores than comparison children. Late talkers and comparison children did not differ in number of utterances, topic initiation, topic synchrony, use of commands, reactions to commands, or conversational fillers. However, late talkers asked significantly fewer questions, provided fewer answers to maternal questions, made fewer declarative statements, and were less likely to elaborate on their own topic than comparison children. Mothers of late talkers produced significantly more utterances and asked many more questions, 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 normal range in MLU), the subgroups did not differ significantly from each other on any conversational measure.