This paper describes preliminary work on "Multiple Intelligent Mentors Instructing Collaboratively" (MIMIC), an intelligent Web-based agent environment for learning instructional design. The focus is on developing theoretical foundations of instructional design and instructional theory that form the foundation for systems development. In the proposed intelligent learning environment (ILE), intelligent agents will serve as mentors and learner companions in support of pre-service teachers (PSTs) in learning instructional design, a key aspect of their professional preparation. This environment also promises to promote higher-order thinking, stressing learning by reflection and metacognition. The paper discusses: the features of MIMIC; overall framework; motivational components; cognitive considerations for agent-based learning environments; and future theoretical development. An example is provided to illustrate the interactions that take place with the MIMIC system. (Contains 25 references.) (AEF)