Three-dimensional virtual worlds are an emerging medium currently being used in both traditional classrooms and for distance education. Three-dimensional (3D) virtual worlds are a combination of desk-top interactive Virtual Reality within a chat environment. This analysis provides an overview of Active Worlds Educational Universe and Adobe Atmosphere and the pedagogical affordances and constraints of the inscription tools, discourse tools, experiential tools, and resource tools of each application. The purpose of this review is to discuss the implications of using each application for educational initiatives by exploring how the various design features of each may support and enhance the design of interactive learning environments.