Virtual world learning environments have great potential to enhance education, yet the specific factors that attract students are relatively under-researched. Drawing on insights from a qualitative analysis of student reactions to the Second Life environment, we identified five main factors that influence student attitudes toward using a technology in education: ease of use, usefulness, likability, technology accessibility, and system quality. The results supplement traditional notions of enhanced capabilities as the key to use of technology, by discovering additional factors that influence adoption and sustained use of new technology in a learning environment.