This session’s topic centers on the potential classroom applications of VoiceThread, a user-friendly, multi-purpose web 2.0 application that enables users to create their own aural/textual/video-based messages and then share, comment on, and evaluate other messages. The purpose of this session is threefold: (1) Sharing VoiceThread examples from classroom activities that the presenters have used over the last 3 years for ESL students of varying proficiency levels, goals and ages (2) Facilitating audience exploration and creation of their own VoiceThread projects in groups (3) Discussing and reflecting on the implications of this application in various contexts Theoretical constructs such as metacognition (Flavell, 1976), interaction hypothesis (Long, 1996) and speaking equity (Norton, 2016) will be addressed. Downloading the VoiceThread application to iPads/mobile devices and setting up a free account is recommended prior to the session. Note: For PCs, downloading is not necessary, just go to voicethread.com.