Because the way mothers play with their children may have significant impacts on children's social, cognitive, and linguistic development, researchers have become interested in potential predictors of maternal play. In the present study, 40 mother–infant dyads were followed from child age 5–20 months. Five-month habituation rate and 13 and 20 month temperamental difficulty were found to be predictive of maternal play quality at 20 months. The most parsimonious theoretical model was one in which habituation was mediated by temperamental difficulty in predicting mother play. Consistent with prior speculation in the literature, these data support the possibility that mothers adjust some aspects of their play behaviors to fit their children's cognitive and temperamental capabilities.