This instrumental case study examines how adolescent high-intermediate Japanese language learners enrolled in a one-month credited abroad program used digital video as a mediational tool for (1) learning foreign language, content, and technology skills, (2) cultivating critical multiliteracies and transformative learning regarding geopolitics and the environment, and (3) augmenting their portfolios (Gee, 2004a). Framed in sociocultural and transformative learning theories, this study also suggests that digital video production engaged students extensively in language-based tasks and cultivated collaboration and creativity. Implications suggest future research applying digital video to various languages, levels, and contexts, particularly those in traditional schools and curricula. Key words: digital video, new literacies, study abroad, teacher research, transformative second/foreign language learning Language: Japanese Introduction While Blake (1998) argued that multimedia technology offers new possibilities for foreign language learning, Parks, Huot, Hamers, and Lemonnier (2003) noted, "it is now equally incumbent on instructors to help students become proficient in [its] use" (p. 28). Friedman (2005) concurred, arguing that the global shift to a digital media culture, coupled with technological know-how developing in India, China, and Russia (among others), is leveling or "flattening" the world in terms of occupations, technology, and economics, and has implications for U.S. education and adolescents' competitiveness and job preparedness. Friedman (2005, 2006) further argued that in addition to digital technological skills, U.S. adolescents in today's fast-changing world also need to develop content knowledge in science, sustainability, and environmental education as a means of economic, social, and geostrategic security. Friedmaris arguments are applicable to foreign language as national standards (National Standards, 1999) include developing technology and interdisciplinary content knowledge in addition to learning language and culture. Development of critical inquiry and critical literacy, however, are also included as goals in national standards (National Standards, 1999). Beach and Bruce (2004) argued that cultivation of critical literacy should engage students part and parcel with technology applications, technology skill development, and language learning. Alvermann (2004b) agreed, noting that "new" literacies-like those in digital media-"reflect the socioculturel, economic, and political struggles that come with reading the world, not just the word-in effect, they are the literacies that adolescents need presently as citizens of a fast-changing world. . . ." (p. viii). As necessary as it may be for language learning to encompass digital technology, content, and critical multiliteracies, Gee (2004c) lamented that such learning occurs only beyond the margins of traditional school contexts and curricula. Gee further commented that the information age is pushing students to build diversified portfolios of experience and learning that prepare them to "shape-shift" in response to rapidly changing national and international-"flattening" (Friedman, 2005)-trends, such as those from factory-based to those based on information technology (Gee, 2004a, 2004b, 2004c). Necessarily operating extracurricularly, shape-shifting portfolio students diversify portfolios by choosing what they believe are the right sort of summer camps and travel that include a wide variety of interactional, aesthetic, and technological skills and earn them honors or awards in preparation for admission into elite educational institutions and for professional success later in life (Gee, 2004a, 2004c). Regardless of location, research has been done in each of the abovementioned areas independently and in partial combination (e.g., Alford, 2001; Alvermann, 2004a; Blake, 1998; Carrier, 2005; deHaan, 2005; Duff, 2001; Gee, 2004c; Goodman, 2003; Jeon-Ellis, Debski, & Wigglesworth, 2005; Kasper, 2002; Kern & Schultz, 2005; Kohl, Dressier, & Hoback, 2001; Kubota, 2003; Morgan, 2004; Norton & Vanderheyden, 2004; Parks et al. …