In this paper, I address some of the unique challenges of studies of learning in museums through a microanalytic case study of meaning-making among a group of youth and a curator. Through an examination of youths' forms of participation in one exhibit, I illustrate local meaning making achieved through multiple modalities - by doing, talking, and the manipulation of the exhibit. In turn, I show how multiple on-going dialogues come to interact and constitute talk and action at the science exhibit underlining the idiosyncratic nature of meaning-making. While the dialogue examined in this paper