Affective expressions of 11 toddlers with Down syndrome and 11 toddlers with no disabilities were compared. Each child participated, with one parent, in a social referencing procedure. Children's MAs ranged from 12 to 23 months. Parents posed positive or fearful expressions during presentations of ambiguous stimuli. Lability and intensity of children's expressions and regulation of affect were noted. Expressions of toddlers with and without Down syndrome were equally labile and intense. However, toddlers without Down syndrome tended to match their parents' expressions. Toddlers with Down syndrome did not match their parents expressions; instead, they responded with positive affect following fearful parental communications. Results were discussed in terms of the impact of emotional predictability and responsivity on caregiving interactions.