This report discusses the findings from an evaluation study of the Learning Without Limits program in the fifth grade at Riverdale Elementary in the Shelby County Schools district, Memphis, Tennessee. The overall purpose of the evaluation was twofold: (a) to provide formative evaluation data to Riverdale School to use as a basis for improvement planning and to document their accomplishments to demonstrate progress; and (b) to provide cumulative evidence of the implementation progress and outcomes of the participant classes as well as identification of exemplary practice. The Learning Without Limits program was a pilot project designed to determine the impact of changing the ways students learn and teachers instruct in a technology-rich environment. This evaluation consisted of four fifth grade classes in which two Apple iBook wireless laptop cars were shared among the four fifth grade teachers' classrooms. In addition, the four teachers each received a personal Apple PowerBook laptop to use during the initiative and individually focused their professional development opportunities on technology-related training offered through Shelby County School. The Learning Without Limits program evaluation was structured around five primary questions that focused on classroom practice, degree and type of technology use, academically focused time, student engagement, teacher technology skills, teacher attitudes toward technology, as well as student and teacher reactions to programs.