Abstarct: Poetry is the oldest genre in literature that casts more substantial meaning than the other genres. It briefly conveys thoughts, feelings, theories, philosophies, and universal themes and messages. Understanding poetry is considered a challenge for many English-speaking people and certainly more for EFL learners. This research explores the sense-making process in understanding poetry in an EFL context through the Think-Aloud Strategy (TAS). Fourteen readers (5 male and 9 female) participated in this study. The teacher provided them with four poems and asked them to read the poems out loud besides thinking out loud while making meaning of the line. They were asked to verbalize their thought even if they were irrelevant. Their thoughts were coded, categorized, and analyzed. The extracted codes include Life experience and universal concepts, Culture-related Understanding, Religion-related Understanding, Gender-related Understanding, and Tendency to focus on words rather than general meaning, Understanding vocabulary, and understanding figurative language. In the end, these codes were categorized into three themes Background knowledge, Inadequate reading strategy, and Comprehension problems.