Research has demonstrated that well-integrated computer-assisted instruction can have positive effects on student achievement, attitudes, and self-esteem. In this article, the authors summarize a project that focused on increasing students' positive social behavior by providing better context to the instruction and using technology as the teaching vehicle. The results suggest that the pairing of meaningful and relevant activities with engaging technology-based instruction can lead to an increase in students' prosocial cooperative learning skills. (Contains 1 table and 2 figures.)