The goal of this proposal is to advance understanding of the role of the social in learning in technology-rich environments. Technological innovation plays a key role in this endeavor, both as a multimodal analysis tool to carry out richer analyses of rapport and learning than otherwise possible, and as a Rapport-Aligned Peer Tutor that instantiates the outcome of our explorations. The RAPT is a virtual peer tutors who can “sigh” in frustrated solidarity about the math task at hand, assess the state of a relationship with a student and know how to respond to maximize learning in the peer tutoring context.