In this case study, teaching and learning practices in a technology-mediated distance education course were examined. These interactions were examined at the classroom level by using a descriptive tool, activity theory. This framework was used to describe the complex pedagogical, social, and technological issues that affected human activity in this experimental distance education course. Along with describing this setting, activity theory was used to identify emerging contradictions among interacting activity systems. These systems included the interactions among faculty and students.;Faculty members in the study encountered challenges to their pedagogy as they attempted to form a collaborative community between the two sites. Technology initially influenced their pedagogical choices as frequent technical glitches encouraged faculty to choose familiar pedagogy such as lectures. Students in this course focused on the technology the first two weeks rather than upon teaching and learning. Over time, technology became an invisible mediator as faculty and students increased their interactions and formed a collaborative community of learners.;Technology made this new graduate course and new course structure possible. Activity theory was a useful tool for describing and analyzing this complex environment. Results from this study provide useful insights into both the faculty and student experiences in this innovative environment. The change from this experience goes beyond efficiency of existing practices to creating evolutionary new practice in teacher education.