This paper draws on the evaluation of the Grid-Club ‘fun' web-site for children aged 7-11 which has been developed in the UK by Channel 4 television, Oracle and Intutive Media. The focus of the evaluation has been on children's learning in an informal web-based environment. Learning indicators were developed on the basis of what has been learnt from recent research, drawing particularly on socio-cultural theories. Data were then collected to track children's learning, using methods such as concept mapping, observation and interviewing. Bridget's paper explores children's accounts of their experiences using GridClub, particularly when they were in the state of high engagement known as ‘flow'. In some cases, interviews with parents provide a meta-narrative revealing both the children's incisiveness and their lack of awareness of the significance of their achievements. The interviews show how children's experience is sharply focused but nearly always serendipitous rather than planned. They are constrained by the construction of childhood framing their lives in home and school, varying according to their unchosen adult companions – their teachers and parents. They are empowered by the freedoms they find to explore their own ‘being' here and now rather than what they are preparing to ‘become' one day in the future. The role of ICT and the GridClub web-site is particularly important in giving them unexpected and sometimes particularly extended freedoms. The paper uses the activity theory developed by Engeström, Miettinen et al. (1999) from the work of Vygotsky as an analytical framework to explore the extent to which the children are empowered and/or constrained while using ICT. It examines the extent to which ICT mediates their experience significantly differently from other sites of learning. It speculates about the possibilities which ICT gives to children to occupy new social spaces in the roles they can play and the relationships they can establish with adults – both teachers and parents.