Currently, many researches discussed to apply game-based learning in English as second language (ESL) students. Motivation encourages ESL students to learn English by themselves. The studies showed game-based learning motivate students to learn English actively. However, a few researches applied 3D virtual environment in game-based learning. Therefore, this study used “second life” to create a virtual world for ESL students to motivate learning English. The researchers designed many tasks for students to complete. In order to finish their mission, all students have to communicate each other in English.