This paper offers an interpretive microanalysis of university students' work session with "Philippe," a multi-media instructional program for foreign language learning. The main objective of Philippe is to provide French-as-a-Foreign-Language learners with what is widely assumed to be what they need most: contacts with native spea;.ers of the target language. The program's potential as a computer-assisted language learning (CALL) environment is discussed, and results of a study in which students in 12 groups were observed and interviewed during various Philippe sessions are reviewed. Qualitative analysis of the program reveals different levels of actualization of Philippe potential as an effective CALL environment. Microethnographic evidence points to an interplay of motivational as well as local interactional factors shaping the students' overall stylistic approach to utilizing the program and the construction of distinct learning environments. Sessions by the two most extremely contrasting groups of students are described in detail, and a complex set of interconnected contextual factors is found to explain their diverse levels of activation of the program's potential as a learning environment. (Contains 17 references.)