This chapter describes a seven-year, incremental process of e-learning development within science courses at a large research university. The process was driven by common challenges in higher education: increasing class size and diversity, limited resources for teaching, and concern about poor alignment with graduate capability requirements. Following a design-based research approach (The Design Based Research Collective, 2003), each stage of development was grounded in appropriate educational theory and implemented using the best available technology. The impact was monitored through surveys, performance records, system log data, and reflective discussion among teachers and students. The revised educational model increased learner autonomy and choice, integrated classroom teaching and e-learning activities, and put explicit focus on learning strategy development. Implications for faculty development and institutional culture change are identified, as these emerged as significant factors. The chapter concludes with reflections on the scale of the transformation that took place, key challenges faced during the process, and issues yet to be addressed as development continues.