This paper describes a qualitative study that examined students' use of higher-order thinking as they use an interactive multimedia program based on a situated learning framework. The learning environment incorporated the following characteristics of a situated learning model: an authentic context; multiple perspectives; expert performances; coaching and scaffolding; opportunities for collaboration, reflection and articulation; and authentic assessment. The multimedia program focused on the issue of assessment and presented a number of resources for preservice teachers of mathematics to investigate from a variety of perspectives. As they used the program, the preservice teachers were given a complex and sustained authentic task to investigate. It was hypothesized that the situated learning model would lead to higher-order thinking in its implementation. Four groups of two students were videotaped using the resource over 2 weeks, and their discussion was transcribed for analysis with qualitative analysis software. Analysis showed that the majority of thinking was higher order; social, procedural, and lower-order talk was present in reduced proportions. Six figures present a flow chart of a classification scheme of student talk and graphs of proportions of categories of talk and of higher-order thinking. A table contains a summary chart of classification of student talk. (DLS)