This study explored an instructor's and graduate students' reactions to their first on-line course. They initially felt high levels of stress. With increasing confidence, graduate students expressed their satisfaction. Most appreciated the reflection time that asynchronous dialogue provided, and learning relevant to real life that built on their professional experience. They valued the flexibility and opportunity to engage in professional development while in employment. Frustrations included the added time commitment and their hesitation to impose personal timeframes on other participants. The instructor noted the extra time commitment, and his need for technological support and professional development. (Contains 3 notes.)