This Small Business Innovation Research (SBIR) Phase I research project proposes developing an advanced web-based collaborative virtual learning environment (VLE) for teaching freshman university physics. The VLE will deliver self-paced compelling and engaging instruction in the form of interactive simulations and high-end multimedia lectures. The interactive simulations will be delivered in a video-game-like 3D virtual environment, that supports multi-users, using physics-based models. The instruction will be delivered by near-photorealistic intelligent animated virtual instructors who can answer natural language questions. The multimedia lectures will include synchronized speech, text, sounds, movies and 2D/3D animated illustrations. At the end of each section, the student will be offered test exercises that he/she can either do on his/her own or with guidance from the virtual instructor. The VLE will include the subjects covered in first year university physics including, kinematics, Newtonian mechanics, solid mechanics, fluid mechanics, thermodynamics, electricity & magnetism, optics, relativity and quantum/particle physics. In Phase I, a prototype VLE which includes a subset of those subjects (about 20% of a typical first-year physics text book) will be developed. The VLE's interactivity and high level of visual/audio quality will result in faster assimilation, deeper understanding, and higher memory retention by the students than traditional text-book/classroom learning. The proposed university physics VLE has the potential to radically change the way physics is taught. Due to the current exponential rate of increase in human scientific and technical knowledge, there is a need for students in science and engineering fields to assimilate more knowledge at a faster rate. Current classroom and text-book instruction delivery methods cannot satisfy these needs due to a variety of reasons, including, delivery of the lecture in non-engaging and minimally interactive way, use of antiquated static graphical illustrations, variability of teacher skill, lack of one-on-one teacher attention, and variability of student learning styles and speeds. The VLE will help overcome those limitations. Particularly, it will enhance the quality, accessibility, and speed of learning. It will also enhance the student experimentation, creativity and problem-solving capability. Freshman university physics was chosen in this project because it is one of the essential foundations for training high-caliber engineers and scientists who will ensure the continued leadership of the US in developing new technologies and in conducting cutting-edge scientific research. The VLE framework can be applied to other fields including mathematics, chemistry and biology. It can also be applied to K-12 courses