This study addresses the role of metacognition in the composing processes of 8th graders with exceptionalities. Four gifted and four learning disabled participants responded to interview questions about their writing processes, and then composed aloud exposition in response to writing prompts. An ethnographic data analysis procedure was used to identify metacognitive strategies reported by and used by participants as they composed aloud. Interobserver reliability was established for identification of strategies. All participants reported using the same five broad domains of metacognitive strategies when they usually write, and four or five of the same domains when they actually composed for this study. Participants planned, evaluated, recognized difficulty, responded to difficulty, and repaired difficulty as they wrote. Gifted participants used 192 strategies that reflected knowledge-transformation and focused on deep structure. LD participants used 167 strategies that reflected knowledge-telling and focused on surface structure. Limitations prevent generalizations; however, there are implications for writing instruction.