In the past few years researchers have begun to show an interest in humour and language play as it relates to second language learning (SLL). Tarone (2000) has suggested that L2 language play may be facilitative of SLL, in particular by developing sociolinguistic competence, as learners experiment with L2 voices; and by destabilizing the interlanguage (IL) system, thus allowing growth to continue. She recommends research examining the ways in which adult L2 speakers interacting outside the classroom play with language as a way of learning more about this issue. Using case study methodology to document the ways in which L2 verbal humour was negotiated and constructed by three advanced non-native speakers (NNSs) of English as they interacted with native speakers (NSs) of English, this study contributes to this knowledge base by showing patterns of interaction that arise during humorous language play between NSs and NNSs and how these may benefit second language acquisition (SLA). Results suggest that language play can be a marker of proficiency, as more advanced participants used L2 linguistic resources in more creative ways. Language play may also result in deeper processing of lexical items, making them more memorable, thus it may be especially helpful in the acquisition of vocabulary and semantic fields.