New technology and good teaching practices must be combined to produce the most up-to-date and effective Internet-based learning. Critical and creative thinking techniques incorporated with technological enhancements will stimulate better comprehension of a variety of resources including in Internet-based learning. Two key concepts of critical and creative thinking that I focus on are Metacognition and Frame of Reference. Metacognition is the self-awareness of one’s thought process. It includes knowing why one makes decisions, what factors contribute to a choice, and why the opposite decision was not chosen. While most people disregard or ignore metacognition it can have numerous positive effects on one’s thought process. Understanding one’s Frame of Reference is understanding oneself. Frame of Reference factors include identifying one’s personal goals, values, ideals and personal experiences. It is influenced by experiences taught directly or indirectly. To illustrate the integration of technology with critical and creative thinking in Internet based learning; I have created a computer simulation game based on the classic game of twenty questions. The computer will choose a topic from a random list of topics. The students will complete a form by selecting questions from a list of keywords. After selecting a question the computer will respond whether the question is true or false in relation to the topic. The game will stimulate thinking by incorporating prompts, called stimuli, which assist the student in understanding their biases and frame of reference when choosing a question. The stimuli will incorporate the critical and creative thinking concepts of Metacognition and Frame of Reference. They will be open-ended to provoke introspective thought. The game runs on the teacher’s Internet server and utilizes the TCP/IP protocol to connect one or many students to the computer. It will dynamically store the student’s questions, answers and comments in the computer’s database. The computer uses the Web function of hypertext links to enable both student and teacher to view his and other student’s work. The links also provide connections to related subject matter Web-sites