This article reports on the occurrence of "well"
within an analytically delimited sequential
environment: turn-initial position in the second 
pair-part position of adjacency pair sequences
launched by a wh-question. We show that these
well-prefaces operate as general alerts that 
indicate non-straightforwardness in responding, 
and we compare this form of alert to others that
operate in talk-in-interaction. We conclude by
addressing the relationship of answering to 
responding, and by considering the relationship of
"well"-prefacing to preference organization.