This paper examines how a game-like 3D Multi-User Virtual Environment (MUVE), Quest Atlantis (QA), is used in an after-school programme to engage a group of 14 academically at-risk primary students in their learning. It adopts an activity theoretical perspective to identify the disturbances and contradictions during the implementation of the after-school programme. Based on the analysis of these disturbances and contradictions, the main findings highlight: (1) the importance of the less visible social mediators--the rules, community, and division of labour--in the programme; (2) the pivotal role of the teacher; and (3) the role of QA as both a tool and an object to the students. The findings suggest the importance of the social context where information and communication technology (ICT) is used and the possible use of its engaging elements to first extrinsically motivate these students in their learning. (Contains 1 table and 7 figures.)