As distributed learning (dL) and computer-based training (CBT) continue to proliferate, the methods of delivery often remain unengaging and bland for participants. Though many of the leaders in commercial online learning have improved their delivery style and quality in recent years, they continue to fall short in terms of user engagement and satisfaction. PowerPoint regurgitation and video lectures are commonplace and leave end users uninspired and wanting more. This paper discusses results from an ongoing research project, Captivating Virtual Instruction for Training (CVIT), which is aimed at understanding and improving dL through a series of recommendations and best practices for promoting and enhancing student engagement online. Though the central focus is on engagement, and how that translates to learning potential, a third variable (cost) has been examined to understand the financial and resource impacts on making content more interesting (i.e. the return on investment, or ROI). The paper presents findings from a 3-year long experiment comparing existing dL methods and techniques both within and outside of the Army. The project developed two dL versions of an existing Army course (Advanced Situational Awareness-Basic (ASA-B)) – the first was designed around producing material that was as engaging and as immersive as possible within a target budget; the second was a scaled-down version using more traditional, yet contemporary dL techniques (PowerPoint recital, video lectures). The two were then compared along three dimensions– engagement, learning and cost. The findings show that improved engagement in distributed courseware is possible without breaking the bank, though the returns on learning with these progressive approaches remain inconclusive. More importantly, it was determined that the quality and experience of the designers, production staff, writers, animators, programmers, and others cannot be underestimated, and that the familiar phrase – ‘you get what you pay for' is as true with online learning as it is with other areas of content design and software development.