Substantial evidence now supports pedagogical applications of virtual worlds; however, most research supporting virtual worlds for education has been conducted using researcher-developed Multi-User Virtual Environments (MUVE). Second Life (SL) is a MUVE that has been adopted by a large number of academic institutions; however, little research has systematically investigated the potential of using SL for higher education. A 2-year pilot study was conducted that included seven SL activities and a mixed-methods evaluation of the SL's affordances, challenges, and limitations. Three SL integration factors emerged, each with sub-factors: pedagogical (relevance, complexity of required SL skills, use of SL affordances); contextual (student prior gaming experience, activity duration, frequency of events); and logistical (SL usability, training, technical support, computer issues). A framework for creating SL instructional activities is presented using the factors. (Contains 5 tables and 19 figures.)