In order to demonstrate how learners utilize the text-based asynchronous attributes of the Bulletin Board System, this study explored Japanese-as-a-second-language learners' metalanguage episodes (Swain & Lapkin, 1995, 1998) in offline verbal peer speech and online asynchronous discussions with their Japanese key pals. The findings suggest the crucial role of offline collaborative dialogue, the interactional modes in which the episodes occur, and the unique discourse structure of metalanguage episodes concerning online and offline interactions. A high score on the posttest also suggests the high retention of linguistic knowledge constructed through offline peer dialogue. In the offline mode, the learners were able to collaboratively construct knowledge with peers in the stipulated time, while simultaneously focusing on task content in the online interaction. The retrospective interviews and questionnaires reveal the factors that could affect the benefits of the asynchronous computer-mediated communication medium for language learning. (Contains 3 tables and 1 figure)