This article describes the Quest Atlantis (QA) project, a learning and teaching project that employs a multiuser, virtual environment to immerse children, ages 9-12, in educational tasks. QA combines strategies used in commercial gaming environments with lessons from educational research on learning and motivation. It allows users at participating elementary schools and after-school centers to travel through virtual spaces to perform, educational activities, talk with other users and mentors, and build virtual personae. Our work has involved an agenda and process that may be called socially-responsive design, which involves building sociotechnical structures that engage with and potentially transform individuals and their contexts of participation. This work sits at the intersection of education, entertainment, and social commitment and suggests an expansive focus for instructional designers. The focus is on engaging classroom culture and relevant aspects of student life to inspire participation consistent with social commitments and educational goals interpreted locally.