In 1998, the U.S. Army Armor School launched a major distance learning effort to convert an eighteen-week officer professional development course to an instructional strategy that could be delivered over the Internet. Two major challenges had to be met and overcome. The first was to redesign all content, developing the knowledge and comprehension levels into interactive asynchronous lessons deliverable over the Internet. The second was to implement, at a distance, the small group exercises essential for students to develop higher level thinking skills needed for problem solving. From August 1998 until March 2000, the Armor School developed and implemented the asynchronous courseware that delivered the knowledge/comprehension levels of learning. Feedback from students and data analyses indicated that the courseware was effective. During that same timeframe, the Armor School also developed a learning environment called the Virtual Tactical Operations Center (VTOC), which enabled the students to apply the knowledge gained in the asynchronous courseware. The development of the VTOC was unique in that the features of the collaborative environment were actually developed using the basic collaborative environment itself. The development was conducted among contractors in Munich, Illinois, and Texas and government content experts at Fort Knox. Features include a 3D Tactical Operations Center that can be exchanged for 3D terrain, reference access, test production, a map overlay editor, a map display with movement matched by the 3D world, a text chat function and voice conferencing, and display of the participants' names. Implementation occurred between April and October 2000 with 16 students meeting on a monthly basis. Feedback from the students was extremely positive. Students were each assigned roles to play in monthly scenarios provided to them by their instructor via an on-line student syllabus/homework site within the VTOC. During each weekend session, which lasted 8 hours on Saturday and 3 hours on Sunday, the students worked on developing products that were a direct result of the combat scenarios they were assigned. The VTOC allows collaboration of groups of 15 and splitting up of that group into as many as 6 groups. All students have learning tools within the VTOC that allow production of text products, development of map overlays, and presentation of oral briefings. The instructor and students have the capability of attaching others to them as they move their avatars through either of the virtual 3D environments, causing those attached to see what the leader sees. In addition, a 2D terrain display shows students how their decisions on the battlefield are then reflected in the 3D world displayed right beside it. Working through the issues of group dynamics, grading group work, maintaining group cohesiveness, motivating students to stay up with the group has demonstrated that learning effectiveness in cognitive and constructivist terms is doable over the Web, that the Web is not just for simplistic learning, and that group work is not limited to chat rooms and bulletin boards. The Web is capable of supporting interactive, truly collaborative, real-time learning environments, where peer exchange and instructor facilitation allow the light bulb to go on.