We studied the verbal pretend play of 5- and 6-year-old boys and girls to delineate age and sex differences during the later preoperational period. Sixteen children with average language ability were paired by age and sex and were videotaped for three 15-min intervals. Verbal interactions were transcribed, and the pretend play was classified as object fantasy, imaginative action plans/themes, or fantasy roles. Language used for pretend play increased in proportion to all utterances with age. Older children referred to more invented objects than younger ones but primarily in the service of realistic action formats. Girls' conversations were scored as having significantly more verbal pretending than boys' and a higher proportion of it referred to play roles. There were both age and sex differences in the types of themes, toys used, and roles enacted, including more sex-typed behavior in older children. The continued increase in the proportion of pretend play to all verbal interaction with age and the characteristics of play behavior is consistent with developmental theory.