SLA research in the tradition of sociocultural theory examines the dynamic relationship between interaction and acquisition, exploring how language, cognition, and culture are acquired through collaborative interaction. This paper presents an analysis of teacher-fronted and pair interaction involving two learners of Japanese in an intermediate language class, showing learner-learner collaborative activity between two students of differing levels of proficiency to result in creative interaction where scaffolding creates a positive environment for L2 acquisition. Learner use of Japanese in pair work is strikingly different from that in teacher-fronted practice, with learners becoming highly interactive and using the L2 for a variety of purposes, including 1) hypothesis-testing through language play, 2) talk about the here-and-now, 3) lexical experimentation, 4) modulating the pace of interaction, 5) repair, 6) negotiating roles 7) managing tasks, and 8) humor. Contribution of learner strengths and weaknesses results in refinement of both learners' L2 use, with both students learning and progressing through collaborative interaction in the zone of proximal development (ZPD).