Cross-curricular, content-based CLIL learning paths have been experienced extensively in a middle school class TEFL context, with students aged 11 to 13 for a period of three years. A Learning Management System (Google Apps for Education), fully integrated with free/open web tools, open source software and a school virtual world 3D environment based on Sim-on-a-stick and OpenSim, through overlapping ‘making' activities based on coding (Scratch animations), textual collaborative editing (Google Drive/Doc), web design (Mozilla html tools) to graphic design of 3d shapes (Blender) and virtual world texturing, building and scripting “learning objects” on prims. The primary aim has been the cooperative construction of ‘one' three-layered (real world + web + virtual world), synergic, learning environment that would increase students engagement by challenging their cognitive, socio-emotional and making skills and propose itself as a functional model of blended environment for the whole educational community.