At Sanford Middle School in Seminole County, Florida, at-risk students have been using World of Warcraft as part of an after school program to learn leadership, communication, collaboration, teamwork, language arts and mathematics.  The success has been so remarkable that it and other MMO’s are being examined for inclusion in the regular curriculum.  We will share our structure, successes, lessons learned and plans for expansion both as an after school program and as part of the curriculum.