The rise of the Internet has started a knowledge revolution whose extent can only be guessed at. The last revolution of this magnitude, brought on by the printing press, led to the proliferation of books and the rise of the modern university system. If universities are to survive the latest knowledge revolution, they must adapt with unaccustomed speed and learn how to use the Internet for more effective teaching. Most universities adopt a limited approach to building on-line courses. However, many studies have found that merely transplanting materials to the Web does not significantly improve learning (Russell, 1999). In fact, handouts, slides, and viewgraphs that have been “repurposed” for the Web are sometimes derisively referred to as “shovelware” (Fraser, 1999). So while moving existing materials to the Web may increase their accessibility, it will not necessarily improve their effectiveness. The Internet’s real value as a medium and teaching platform is that it makes possible rich, interactive content such as simulations, animations, and 3-D models. These learning objects, or rich content, can significantly enhance learning, especially in the sciences, and can be just as useful inside the classroom as outside. The difficulty is how to create this enhanced content, since the task demands a broad range of technical skills and enormous effort. Besides faculty domain experts and experienced teachers, rich content development typically requires illustrators, Web designers, programmers, instructional designers, testers, and Webmasters. The only way faculty and institutions can meet this challenge is to embrace collaboration more broadly and seriously than they have in the past. One approach is the multi-institutional consortium. Another solution is a collaboration of faculty to build rich content in their discipline. This chapter chronicles an example of the latter sort: a bottom-up, cross-institutional project. For such a grass roots collaboration to succeed, it must recruit many faculty pioneering the use of the Internet in their teaching, as well as artists and technical professionals. It must offer collaborators an incentive to participate, and it must attract not only volunteers, but also institutional and agency funding as well. Finally, as a pioneering project, it must create standards and develop paradigms as it goes. This case study describes a work-in-progress to solve these issues.