This paper outlines a recently funded NSF-funded effort to integrate three learning technologies (perceptual agents; collaborative workspaces; and digital libraries). Each has emerged and matured over the past decade and each has presented compelling and oftentimes moving opportunities to alter educational practice and to render learning more effective. The project seeks a novel way to blend these technologies and to create and test a new model for human-machine partnership in learning settings. The innovation we are prototyping in this project creates an applet-rich shared space whereby a pedagogical agent at each learner?s station functions as an instructional assistant to the teacher or professor and tutor to the student. The platform is intended to open a series of new — and instructionally potent — interactive pathways.