This study examined the tensions surrounding the implementation of a technology-rich educational innovation called Quest Atlantis (QA) in a local public elementary school. Three qualitative case studies of three classrooms implementing the innovation and a subsequent cross-case analysis were undertaken to illuminate: 1) the reasons why teachers chose to implement the innovation in their classrooms; 2) the core challenges and tensions of implementing this innovation; 3) the supports necessary to successfully implement the innovation; and 4) the adaptation that the innovation underwent in the course of its implementation. The results of this study indicated that teachers implemented QA because of its alignment with their existing curricular goals, its flexible adaptivity, and its emphasis on social commitments. Findings also indicated that teachers persisted in using QA because the students enjoyed it and were enthusiastic for its continued use. Core challenges and tensions in the implementation included security concerns related to QA's use of web-based communication features, providing appropriate technical and social support for implementation, and balancing the innovation's intended use and its actual use. (Contains 3 figures and 4 tables.)