The use of telephones--even mobile phones--in language learning is not unique (see Chinnery 2006). The literature is also The literature is also replete with imaginative ideas on how to apply Internet chat software like instant messengers (IM) to language learning. A more recent technological development of use to educators is Internet telephony, or Voice-over-Internet-Protocol (VoIP). The premiere example of this technology is Skype, which has been described in discussions of distance and tandem language learning as a "disruptive technology"--one that replaces other existing technologies or practices (Godwin-Jones 2005). In addition to being disruptive of traditional telephone communications, VoIP programs like Skype are also altering the way people use text-based IM software to communicate. Indeed, hybrid tools that combine instant messenger and Internet telephony features are now referred to as Voice-over-Instant-Messenger (VoIM) clients, as they combine the functionality and benefits of both text-chat and voice-chat media. This article discusses three of those benefits--(1) computer-mediated communication; (2) negotiation of meaning; and (3) cooperative task-based learning--and describes how they can be uniquely combined to create a VoIM-mediated cooperative activity for English language learners.