Increased emphasis is being placed on working and learning through teams, especially online. While technical aspects of this process have largely been the focus of researchers and practitioners, the emotional dynamics of online teams has received considerably less attention. In this study of online, problem-based learning teams, membership evoked a powerful sense of ambivalence and emotion revolving around difference, authority, and intimacy. Learning to learn across difference involved a re-working of one's identity as a team member and learner. [For complete proceedings, see ED491481.]