This article presents a case study exploring the inter-relationship between talk and learning in collaborative computer-based music production. Framed by a Sociocultural perspective on collaborative learning, research on talk and ‘thinking together’ for learning (Mercer and Littleton 2007), this study observed two undergraduate composers as they co-produced a contemporary dance film soundtrack across one academic term. The composers recorded their collaboration, providing data for a systematic moment-by-moment micro-analysis focusing on their focus audiovisual aspects of the project over twelve weeks. Sociocultural discourse analysis methods (Arvaja 2007; Mercer and Littleton 2007) were used to explore how social, cultural and concrete situation shaped the students’ developing common knowledge, and interaction analysis (Jordan and Henderson 1995) was used to code turn functions and display talk characteristics and patterns. This research found that collaborative computer music production is a ‘cumulative conversation’, comprised of many ‘thinking spaces’ that foster ‘post dialogic’ activity’ and ‘connection building’. In this case the students developed new ‘tools for progressive discourse’ providing them access to the remote and private ‘thinking spaces’ that are characteristic of longer term co-creating. This research argues for the development of new pedagogies that focus on understanding how talk shapes collaborative learning within music technology.