GALILEO, Georgia Library Learning Online, is the product of the state of Georgia initiative, A Vision for One Statewide Library. GALILEO is a World Wide Web-based database server offering participating institutions access to over 100 databases indexing thousands of periodicals and scholarly journals. This paper describes the behind-the-scenes aspects of the GALILEO system. These include the people who govern and develop the system, the networks that make it possible and the organization of its server computers. Also covered is the software that makes up GALILEO as well as a brief look at the locally maintained databases.