ABSTRACT: A crucial problem in audio-lingual instruction is the advancing of students beyond memorized drills to a stage of automatic, personal control of the language. Most drills, exercises, and even dialogs now used fail to exploit fully the student's inductive and analogical faculties. Throughout each learning session, from the beginning, the teacher should be conscious of the grammatical points being displayed, but the learner's focus should go beyond the grammar and the drill to concentrate on significant meaning. Each drill should be a “conversation with you, the learner,” dealing to the maximum extent possible with the human and other realities of the dialog-narrative. (Sample drills in Spanish are given in the text and an appendix.)