Using the lens of Vygotsky's sociocultural theory, activity theory, and Engeström's activity systems analysis, this qualitative study explores students' experiences in the context of a sixteen-week transpacific collaboration between seven students at Northern Illinois University (NIU) and seven students from Shandong Normal University (SDNU), China. Methods of inquiry for this qualitative study include discourse analysis of interviews, journals, and audio-visual material. In addition to the qualitative analysis, we engaged in supplementary activity systems analysis that resulted in three activity systems that we will present to demonstrate how they each contributed to participants' experiences. Using activity systems analysis to compare low functionality student pairs with high functionality student pairs, the study demonstrates how activity systems analysis can be used to identify and explain tensions that arose in the students' intercultural learning exchanges. And finally, we offer pedagogical implications for future implementations.