The aims of the present study were twofold. The study addressed the issues of simultaneous attention to form and meaning in second language (L2) written input and reactivity of think-alouds. Specifically, the study examined the comprehension of L2 learners of Spanish who either attended to lexical or grammatical forms while reading for meaning or read for meaning alone. Learners completed these tasks while either thinking aloud or not. Results indicated only a minimal effect for thinking aloud that did not appear to compromise the internal validity of the study. Additionally, results showed that attending to grammatical or lexical form while reading for meaning did not affect comprehension. Indeed, learners who processed these forms more deeply evidenced greater comprehension. These findings are considered in light of methodological issues and the larger issue of simultaneous attention to form and meaning in a L2.