Budgetary demands, plus the need to immediately utilize/train novice teaching assistants in the classroom fueled the idea for the WolfPack model of beginning language instruction we will present in this session. Attendees will better understand the advantages and disadvantages of this new model, which involved the curricular transformation from approximately 20 sections of 25 beginning Spanish students in each section, to two sections of 220 students each, with new graduate teaching assistants in the classroom, assisting the master teacher. Prior to attending the session, we expect participants to view class podcasts and sample other technologies, including Wimba, that are integral to teaching this new course. Participants will also gain a better understanding of how principles of Vygotsky’s social learning theory inform this new model. Additionally, we will demonstrate specific how-to’s of the instructional technologies used, as well as discuss research results regarding teaching evaluations, attitude surveys and post-course performance.