This paper describes the author's experience with a pilot course of Italian in SL®[superscript 2]. The course is part of a PhD research on "Exploring the potential of virtual worlds to promote Intercultural Awareness in students learning Italian as a Foreign Language." In the paper the author will justify her choice of virtual worlds for the development of language competence and Intercultural Awareness and will present some results of her activity theoretical analysis of the data. Problematic areas and potential moments for the development of Intercultural Awareness were highlighted during the analysis. [Paper presented at the European Association for Computer-Assisted Language Learning (EUROCALL) Annual Conference (Nottingham, United Kingdom, Aug 31-Sep 3, 2011).]