We are creating a pack of virtual creatures who exhibit the kinds of social interactions found in a natural species of animal, the gray wolf (Canis lupus). To do this, we are extending our synthetic character building toolkit to enable our characters to have and express emotional states; to form context-specific emotional memories; and to learn to adapt pre-existing behaviors for use in novel social contexts. We describe how these elements combine to form the underpinnings for our interactive installation entitled "AlphaWolf", shown at SIGGRAPH 2001. The computational representations that allow social learning in our virtual wolves demonstrate the intimate connections among social behavior, emotion and learning. These representations are applicable to building a wider range of socially intelligent agents. We hope that our studies of virtual wolves will offer insight into the processes by which real wolves and other animals understand their environments.