Being an international English as a Second Language (ESL) graduate student from China studying in the U.S., I have undergone various types of transformation. Taking my first online course is one poignant example in which multiple layers of transformation occurred. In hopes of easing the transformation of other international ESL students taking courses online, and providing those who design and facilitate a growing number of online learning experiences with insights for accommodating such students more effectively, I would like to share perceptions and reflections of my online learning experience and what I call my tri-fold transformation during which I encountered discomfort, engaged in critical reflection, evolved, and reintegrated into the experience with respect to three major domains: language, culture, and technology. Transformational theory, initially developed by Jack Mezirow, identifies a process of change that begins with an experience one cannot incorporate into the mental matrix built from prior life experiences, and which usually includes the following components: a disorienting dilemma, self examination, a critical assessment of assumptions; the recognition that others have gone through similar processes, the exploration of options for forming new roles, relationships or actions, the formulation of a plan of action, and reintegration into the experience with new, transformed, perspectives (Mezirow, 1991). Study abroad experiences have been identified as having great potential for transforming international students. These transitions to life in foreign countries can provide disorienting dilemmas that hold more promise for nurturing transformation in learners than if they were to stay on campus in a home country (Hunter, 2008, p. 101), the outcomes of which can alter how students see the world. Of course, transformation can occur in multiple ways that invite myriad classifications or methods of delineation. Moreover, several different layers of transformation can spawn from one overall experience. In short, transformation can be multi-fold. Given the complexity of multi-fold transformation, identifying and discussing all its aspects is not always feasible. Recognizing this condition, through my own experience, I have identified three major areas in which transformation occurred through my first online learning experiences in the U.S. During these learning experiences, I went through the major stages of transformation, including encountering change, engaging in reflection, reconfiguring perceptions, and re-acclimating to the situation, in what I call a three-fold transformation concerning the major domains of language, culture, and technology. Language With respect to language, although technology continues to advance, online learning vehicles currently favor two of the four basic language skills. To elaborate, out of the four language skills of reading, writing, speaking and listening, only reading and writing are easily accommodated and thus commonly practiced in online learning. The accommodation of speaking and listening is possible (listening more than speaking); but limitations in the available technological resources provided for instruction have reduced the feasibility and desirability, and thus the actual practice, of including the facilitation of these latter two skills in online learning situations. At least, this was the case with my first online experience and the particular delivery vehicle used. During that experience, I was greatly engaged in reading class materials and comments from the instructor, and participating in discussions with my peers. Although my reading and writing skills improved, the lack of reinforcement from being able to listen and speak caused an uneasiness--a lack of confidence caused by uncertainty in my second language knowledge and skills. This discomfort was exacerbated by the informal nature of class discussions. I was unfamiliar with vernaculars acronyms, initials and abbreviations, which commonly caused confusion, and sometimes embarrassment. …