This research was designed to examine the relationship between intelligence and problem-solving ability among bright, average, learning disabled, and developmentally handicapped fifth graders under two conditions. Ninety-four students completed the Kaufman Assessment Battery for Children, 22 analogies in a silent condition and 22 analogies in a think aloud condition. All children did better on verbal and spatial analogies while thinking aloud, with learning disabled children profiting more on verbal than on spatial problems. Average and bright children profited the most and developmentally handicapped children profited the least from thinking aloud. Differences in analogical performance were found between the IQ-matched average group and the IQ-matched learning disabled group. Protocols resulting from thinking aloud were assessed for evidence of self-regulation, lexical diversity, and motivational style. Bright and average students were more self-regulated than their handicapped counterparts. Learning disabled students were superior to developmentally handicapped students in strategic awareness only. Lexical diversity and motivational style did not strongly differentiate the groups. Strategic awareness proved to be the best predictor of problem-solving performance.