Concerned that her students "knew" Spanish but could not use it in real life situations, the author created new learning goals, new learning activities, and new assessment activities. As a graduate student at the University of Illinois, the author was introduced to "Creating Significant Learning Experiences" (Fink, 2003) while studying with Steven Aragon in the community college teaching and learning program. Her design for a new Spanish course began as a project for Aragon's class and became a reality when a group of her beginning Spanish students requested a tutorial with her as an alternative to the traditional second-year Spanish class. The model she used to design her course was Dee Fink's taxonomy of significant learning. She began by examining situational factors related to the course and then moved on to setting learning goals, creating teaching and learning activities, and developing methods for feedback and assessment. (Contains 1 table.)