The Internet is transforming education. The NZ Government prioritised broadband to schools, yet recent studies examining Internet enabled technology and its impact on students’ learning have failed to show unambiguous evidence of sustainable and substantial impact. Researchers have pointed to the need to unpack what it means for students to “use” this technology in the classroom. Using Activity Theory and critical realism this research observed learning in four schools, which formed the basis of a model of use. The students’ engagements with the technology can be conceptualised three ways: as a tool mediated by the students’ meta-cognitive approach to learning; as a tool for distributed cognition; and as a tool for cognition in the learning of the curriculum content as well as the higher mental processes. This model is intended to be a practical, user-centred method to assess the use and usefulness of the IS.