Imitation has a fundamental role in learning and development within Vygotskyan sociocultural theory. In this study, we adopt a sociocultural theory view of imitation as an intentional, meaningful, and transformative process leading learners to higher developmental levels. The study centers on instances of imitation that occurred as adult learners of English as a second language (ESL) were engaged in a classroom shadow-reading task. The task consisted of an interactional phase where two learners, working collaboratively, read aloud, shadowed, and orally summarized a story, and a non-interactional phase where students produced written retellings of the story. The qualitative analysis of the data involved identifying possible instances of imitation and tracking relevant story segments throughout the different phases of the activity. Various types of imitative behaviors were found, ranging from close copies to major transformations of models, as well as immediate to deferred reproductions. From an instructional point of view, the built-in, recursive structure of the shadow-reading task seemed effective in providing affordances for persistent, meaningful imitation and internalization of second language (L2) exemplars as well as story comprehension and retention.