Drawing on the EMCA (Ethnomethodology and Conversation Analysis) perspective that sees relationships as a local and ongoing accomplishment in interaction, this study examines interactional practices by which participants do “being friends.” The data consist of roughly 14 hours of conversation-for-learning, arranged between an L1 English speaker (from the U.S.) and two L2 English speakers (L1 Korean speakers). While meetings were arranged for the purpose of language learning, the open-ended nature of conversation-for-learning made finding and launching a mutually orientable topic a constant and mandatory task for the participants; this in turn led the participants to orient to and make relevant different membership categorizations of one another. The study documents gradations of changes that take place in the way in which the relationship between the two focal participants is occasioned and enacted. Features that indexed the development of interpersonal relationships include topic generation procedures, practices of referring to past interactions, and symmetrical versus asymmetrical footings achieved in interaction. By so doing, the study highlights the reflexive relationship between talk and personal relationships as occasioned and mutually elaborating in interaction.