Distributed learning technologies are transforming the collective enterprise of higher education. New kinds of for-profit ventures are being created and almost every established institution is trying to understand how it will be impacted by these changes. This poses a special challenge for successful traditional residential institutions. At the same time, the scholarly talent and socially responsive values of these institutions could be turned to the invention of a new, more effective pedagogy; one that can support increased access through distance learning, but, as a first priority, can improve the effectiveness of the learning experience in the residential setting. The challenge for institutional leadership is how to evoke and focus our talent and values toward these outcomes.