This case study documents how a group of 14 academically at risk Primary 5 students (11 year olds) were engaged in academic related tasks in an after school program mediated by a 3-D Multi-User Virtual Environment (MUVE). Although there was no significant difference in the students' academic performance, they were found to be more engaged in the learning tasks and had acquired a range of information and communication technology (ICT) skills. At the start of the program students attended irregularly, but this improved gradually over the weeks, and other Primary 5 students were attracted to enrol in the program. The planned schedule of the after school program and the 3-D MUVE provided the structures and online learning environment to engage these students. This paper reports on the after school program from the perspectives of the students and teachers, emphasising its context, that is, the school setting. The main finding suggests that the role of ICT has to go beyond the role of a mediating tool. It has to entice these students to be first interested in the virtual learning environment and subsequently in the content embedded within this environment. Thus ICT becomes a means to an end as well as an end by itself, in this process of engaging students. This finding has design implications especially for the use of ICT to engage academically at risk students. Copyright © 2008 Australasian Society for Computers in Learning in Tertiary Education (ASCILITE).