As games, particularly virtual worlds, become increasingly popular and as they begin to approximate large scale social systems in size and nature, they have also become spaces where play and learning have merged in fundamental ways. More important is the idea that the kind of learning that happens in the spaces of these massively multiplayer online games is fundamentally different than what we have come to consider as standard pedagogical practice. The distinction the authors make is that traditional paradigms of instruction have addressed learning as "learning about," while these new forms of learning deal with knowledge through the dynamic of "learning to be."It is the authors' contention that the experiences offered within virtual worlds provide a fundamentally different way of thinking about learning that may provide some keys to the development of future pedagogical practice.