Despite a great potential and some initial successes, e-learning systems do not yet have the impact that many believe is possible. Moreover, the gap seems to be increasing because of the greater expectations of the current generation (Digital Natives) who have grown up with modern technology. There are also more general problems. In particular, an over-emphasis on cost effectiveness has meant that content is often not as strong as it needs to be and this deficiency has contributed to a lack of user engagement and some high attrition rates. Studies have consistently highlighted the important relationship between engagement and learning, with students who are highly motivated being more likely to engage in the learning process.ALICE aims at building an innovative adaptive environment for e-learning combining personalization, collaboration and simulation aspects within an affective/emotional based approach able to contribute to the overcoming of the quoted limitations of current e-learning systems and content. In other words the proposed environment will be interactive, challenging and context aware while enabling learners' demand of empowerment, social identity, and authentic learning experience.The defined system will be able to effectively involve learners in educational, cultural and informative activities in two specific contexts: university instruction (with particular emphasis on scientific topics) and training about emergency and civil defence (as for example the behaviour to take at a personal and collective level when the treat of a big risk shows up e.g. a natural event like earthquake, or a fraudulent one like terrorist attack).The ALICE starting point will be an already existing e-Learning platform named IWT developed exploiting experiences and know-how gained in several EC projects. ALICE results will be experimented with real users in real learning and training settings in order to evaluate the impact of the offered innovative features.