To make full use of the power of the Web, a new Game-based Situated Learning Paradigm--VISOLE (Virtual Interactive Student-Oriented Learning Environment) for Web-based teaching and learning was proposed, aiming to help students learn from near real-life experiences and social constructions of knowledge. To explore and validate its educational values, we conducted a pilot study in Hong Kong from March 2006 to May 2006. A combination of quantitative and qualitative research methods was employed for data collection and analysis. Findings showed that VISOLE could really arouse students? learning motivation, facilitate their knowledge acquisition, and improve their problem-solving skills and other high-order skills. In addition, students and teachers were quite positive towards the use of VISOLE although some helpful suggestions were raised.