This course examines the cognitive, cultural, & social issues related to four cornerstones of designing learning environments: prototype of model (scenarios of need), project group organization, usability, & critique. (Integrated into each cornerstone is the theme of values, ethics, & social justice.) An exemplar is discussed & then students form into a design team & take on the roles of developing a prototypeof a unique learning environment based on the cornerstones. The selected environment can be a microworld, a game, distance education board, a content management system, a social network, or a computer-supported collaborative learning (CSCL) tool such as a media-based data archive & analysis tool. Throughout the course, we evaluate a range of existing learning environments that use technologies for game creation, toolkits, community builders, & emerging communications media. Final project includes a theoretical paper & an accompanying “architecture” map/model, & workflow plan based on the theories presented in the course. Final projects are collaboratively critiques & adjudicated.