This study examined topic discourse skills in 30 pre-operational level children interacting with their mothers in a free play situation. For each interaction, topic initiations/shadings were analysed for here-and-now, fantasy, and displacement topics. All turns (initiations, shadings and maintenance) involving these topic categories were also coded for communicative intent. Results indicated that children initiated/shaded more fantasy topics than their mothers, who initiated/shaded more displacement topics. Topic maintenance was significantly greater for fantasy and here-and-now topics than for displacement. Mothers initiated/shaded and maintained topics primarily by requests for all three topic categories. Children used more informatives to initiate/shade these topics, and maintained fantasy and displacement topics primarily by responses to mothers' questions. The results suggested a complex picture of children's management of discourse as it relates to topic and mothers' continuing role in facilitating their children's discourse skills.