This paper provides an insight into an e-learning design approach that has been used by the author in a wide range of contexts in Higher Education as part of an ongoing enquiry into transforming online teaching and learning within sustainable 'real' courses. A key driver has been the need to engage learners in Higher Education in moving from consumers to producers of knowledge and to engage in communities of practice through the use of online tools for learning. These developments use an analytic framework to support thoughtful e-learning design and insights into the way his framework has been applied are presented through a number of case studies. This work is shaping Web2.0 technologies to match a learning rather than a social agenda by casting them in particular learning activities within specific contexts for particular learning purposes.Keywords: e-learning, activity theory