The aim of the present study is to investigate if pretend-play serves as a protective factor to minimize deficits in school readiness in an underserved Head Start population in West Alabama. Although previous research has demonstrated developmental benefits associated with pretend-play (e.g., Black, 1992; Carlson et al., 2014; Thibodeau et al., 2016), these studies have been conducted with samples of convenience and not with children who are at-risk for school readiness deficits, such as those attending Head Start. Furthermore, current school readiness curricula for at-risk preschoolers are often very costly and require extensive training to implement. In order to improve upon the sustainability of these programs, it is important to identify natural environmental experiences, such as pretend-play, that are implicated in normative development. Pretend-play typically involves cooperation, shared affect, and support among peers and adults. Thus consistently engaging in pretend-play could naturally create a positive environment that may minimize the observed negative effects of poor emotion regulation/high stress reactivity on cognitive development and school readiness. In the present study, children's emotion regulation skills, physiological reactivity to stress, executive functions (proximal measure of school readiness), grades and behavior in kindergarten (distal measure of school readiness), and level/style of pretend-play will be assessed to determine if pretend-play moderates the relationship between emotion regulation/physiological stress reactivity and school readiness, both proximally and distally.