As corporate and higher education settings increasingly use Web 2.0 tools, the time has come to think about preparing K-12 in-service teachers to find ways in which these tools might support classroom teaching and learning goals. This article describes a graduate course designed and taught in spring 2007. Using a modeling and situated learning framework, the article discusses Web 2.0 tools, K-12 education, and the course design. It also presents a summary of course participants' survey responses concerning their perceptions of their learning experience. Survey responses demonstrated that teacher-learners appreciated and endorsed the design of the course and felt their learning experiences scaffolded their ability to use Web 2.0 tools in their classroom and school context. The article concludes with several design recommendations and examples of classroom applications.