The number of games, simulations, and multi-user virtual environments designed to promote learning, engagement with subject matter, or intended to contextualize learning has been steadily increasing over the past decade. While the use of these digital designs in educational settings has begun to show promise for improving learning, motivation, and engagement as noted in studies of MIT Media Lab's "Supercharged", Harvard University's "River City", and Indiana University's "Quest Atlantis", research reports have been unable to capture the design processes required to develop these complex instructional spaces. With the intention of illuminating one particular design process that met with some success, this article details the process of design and development that supported the creation of the language arts-focused "Anytown" multi-user virtual environment. The objective is to illustrate the complexity of taking an interactive digital learning environment from the planning phases through to the 3-D development of the environmental interactions and provide an example of how designers may match the media affordances present in games with instructional goals and principles that are intended to guide learning. (Contains 1 table and 4 figures.)