Meaning-making in a new era increasingly defined by digital communication is a complicated ensemble of both verbal and non-verbal modes. Following this trend of conveying information multimodally, digital memes have become a new and viral way to communicate and make meaning. Memeing, as a multimodal and social practice, may hold potential for language learners. This study explores the impact of memes on second language learning, examining how memes support meaningmaking and language learning during intercultural encounters in an online chat group. Using a case study design, this article focuses on three Chinese L2 learners varying in language proficiency, learning motivation, and memeing engagement. The naturally-occurring memeing data (from 2016 to 2018) of a university-level student-run Chinese-English intercultural chat group was collected and analyzed together with individual interviews. The findings show that meaning-making and language learning were empowered by memeing in the intercultural chat group through remixing linguacultural messages, constructing identities, and developing social connections. This study concludes with meme-related pedagogical activities and a discussion of future research.