Second Life is a massively-multiplayer 3D virtual world, unique in that it is completely created by its residents. Via a mix of technology, ownership, markets, and community, Second Life has dispelled many myths about the quantity and quality of user-created content. In addition, with over 150,000 customers and 20% monthly growth, Second Life is exploring amateur-to-amateur creation and education on an increasingly large scale. The talk will provide a brief overview of Second Life and discuss several examples of commerce, play, education, and research. Finally, upcoming technical challenges will be discussed, with a focus on the need for further research.