This document discusses lessons learned from a graduate level distance course that utilized Second Life (SL). It found that the theoretical frameworks of constructivism and the Community of Inquiry model were well supported by SL activities. Participants felt more connected in SL and that it facilitated social and emotional connections better than online only courses. Going forward, the action plan is to continue orienting students in SL and providing hands on activities, better align assignments with frameworks, and incorporate more live SL events.