The recent explosive growth of Web-based video has expanded the repository of free content that can be tapped into for e-learning. Millions of video clips are now available online and more are uploaded each day. Since the creation of YouTubeTM in 2005, a video clip phenomenon has swept the Internet. Never before has it been so easy to locate, record, and distribute video online. This opens intriguing possibilities for teaching, learning, and course design for e-learning. This chapter introduces Web-based video as a new form of educational motion picture, delves into technical aspects of Web 2.0 video tools, describes instructional strategies that integrate Web-based video clips in e-learning, and examines barriers that could potentially inhibit its use. Future directions are also discussed.