Virtual manipulatives are a growing resource on the world wide web. Educators need to know why they are important and which features are helpful for instruction. In addition, ELLs are the fastest growing student population With this in mind, educators need to be prepared to tailor instruction to their needs. Virtual manipulatives have unique features than their traditional concrete counterparts. These features have the potential to scaffold student knowledge and provide opportunities for students to demonstrate understanding without having to rely heavily on language. Over the course of three weeks, fifth grade English Language Learners used virtual manipulative technology and inquiry-based student guides to develop understanding of fractions of a set. The goal was to improve students’ ability to identify fractions of a set, illustrate fractions of a set and represent equivalent fractions. The virtual manipulatives showed significant impact in several aspects of student learning. ELLs performed better on open-ended questions than selected response. Come hear about lessons learned.