In Spring 1996, the author sought and received funding for a multimedia interactive laboratory classroom that would serve English as a Second Language (ESL) students at Kean College (New Jersey) from their beginning level course work through their advanced studies in composition and research. Reasons for seeking funding were many, the most compelling being the nature of teaching and learning in the college's ESL program and the literature on computer-assisted learning. An overview of the project, from its conception to implementation, is provided. Special emphasis is placed on the facility itself as it has transformed the teaching and learning experiences of those using it. Comments about teaching and learning highlight activity and engagement, active learning, the roles of teachers and students, broadening the scope of knowledge, and assessment. The discussion includes descriptions of special class activities, software, and use of e-mail and the Internet for instruction. Information presented is applicable across content areas and skill levels. (Author/MES)