This study describes a technological pilot project providing 160 graduate students with asynchronous access to the ongoing proceedings of a lecture-based course. Exactly half of the students spoke the language of instruction, English, as a second language (ESL). While the asynchronous video-on-demand service proved popular overall, ESL students were markedly heavier users of the system and reported most enthusiastically on its benefits. Asynchronous access was valued as much for empowering the learner with control of the lecture as it was for the issue of convenience. Furthermore, the medium of video capture was found to create an impression of intimacy simultaneously cleansed of environmental distractions, an experience not necessarily consistent with live attendance. These findings became the foundation of a course distribution system now providing lectures to over 1,500 undergraduates each semester, yet many of the observed benefits remain to be confirmed by future research.