This presentation explains the theoretical lens and its practical outcome for an ongoing project. The purpose of the project (called DISCUSS) is the development of a state-of-the-art platform for Virtual Communities of Practice (VCoPs) in lifelong learning. The aim is to foster dialogue and exchange, in a collaborative environment, between the beneficiaries and users of the Lifelong Learning Program of the European Union. The beneficiaries include actors from a wide range of existing LLL projects, experts, stakeholders, decision makers and end users. For the DISCUSS group members to begin the work of establishing and developing the VCoPs they needed first to ensure they had a clear and collectively acceptable theoretical lens. There are two parts to the theoretical framework we constructed for the project. The first part was adapted from the key principles of Wenger et al’s (2002) notion of Community of Practice (CoP). The other part is based on Engeström’s (2001) theory of expansive learning. In the presentation, I will begin with explaining why and how we developed the two complemetary parts to our theoretical lens. We knew that for CoPs to be developed from existing LLL projects, and become VCoPs, they needed to attract, engage and motivate the members to scaffold collaboration and mutual learning between their different projects. The VCoPs had to be stimulating, relevant and of value to the members. So from the theoretical framework we developed a 12 step process for the DISCUSS virtual platform’s five ‘starter’ VCoPs, one for each of the five themes/CoPs identified for early development. In the presentation I will go on to demonstrate how expansive learning provides a very practical way of understanding and putting into operation the 12 step process. I will also highlight the pivotal role played by DISCUSS as a creator, developer and propagator of shared or ‘boundary’ objects (eg knowledge repositories and graphic models) and as a provider of the appropriate tools needed by the VCoPs to connect, create and grow. DISCUSS can be found at: http://www.discuss-community.eu