The use of corpora in the second-language learning context requires the availability of corpora which are pedagogically relevant with regard to choice of discourse, choice of media, annotation and size. I here describe a pedagogically motivated corpus design which supports a direct and efficient exploitation of the corpus by learners and teachers. One of the major guidelines is Widdowson's (2003) claim that the successful use of corpora requires a learner's (and teacher's) ability to 'authenticate' the corpus materials. In line with this, I argue for the development of small and pedagogically annotated corpora which enable us to combine two methods of analysis and exploitation to mutual benefit: a corpus-based approach (i.e. 'vertical reading' of e.g. concordances), which provides patterns of language use, and a discourse-based approach, which focuses on the analysis of the individual texts in the corpus and of linguistic means of expression in relation to their communicative (situational) and cultural embedding. To illustrate my points, I use a small multimedia corpus of spoken English which is currently being developed as a model corpus with pedagogical goals in mind.