This article will describe research done at the National Institute of Multimedia in Education, Japan and the University of North Texas on the creation of a distributed Internet-based spoken language learning system that would provide more interactive and motivating learning than current multimedia and audiotape-based systems. The project combined a 3D online learning environment by Created Realities Group with Nuance speech recognition technology. The system created an immersive situated learning environment that overlaid spoken language training with audio feedback and used the speech recognition system to determine if the student has accurately said the language items. A small study showed that participants did improve their spoken language skills within the narrow parameters of the research environment in the authentic and situated environment. (Contains 1 table and 7 figures.)