As school funding in the U.S. continues to drop or stagnate, arts education programs have suffered, particularly in poor districts. One approach to overcoming this problem has been for non-profit organizations to develop innovative curricula with technology components that allow students to learn about art without having to leave the classroom. In this presentation, we discuss one such project called "Museum Mash-up: American Identity through the Arts." In particular, we focus on the Gallery Five virtual museum space along with the mixed methods research outcomes regarding student experiences of learning art concepts at a distance with digital tools.