Two online undergraduate media and communications projects, one in Australia (1999-2003), and the second from New Zealand (2004-5), are analysed and compared in this chapter. Written by two flexible-learning practitioners, the case study gives the background and contexts of the two projects. We describe how we developed intercultural, pastoral pedagogies suited to contrasting ‘internationalised’ cohorts, despite trends in new ‘market-driven’ universities. The framework used is Michel Foucault’s ‘pastoral’ power, as modelled by Ian Hunter in studies of the milieu of the face-to-face English classroom, and the agency of the teacher in constructing self-reflexive subjectivities (Hunter, 1996). The development of valuable intercultural skills in the student depends in part on the composition of the ‘internationalised’ student groups themselves, and on their and their teacher’s awareness of the formative nature of the software being used. Learning software has the potential to mediate conduct the choice of what kind of relationships ensue rests with the e-practitioner.