In June 2004, "Thwarted Innovation: What Happened to e-learning and Why," a report by Robert Zemsky and William F. Massy, created a minor stir among many professionals associated with distance learning. This article addresses many of the issues arising from the publication of "Thwarted Innovation," and in addition, it borrows several concepts from C. P. Snow's "The Two Cultures" in order to place the issues within a broader context. Changes created by the reconfiguration of distance learning opportunities are presenting serious challenges to those responsible for distance learning programs, and the author warns that ignoring the infrastructure of e-learning during the reconfiguration may result in distance learning students being divided into two distinct cultures--separate and unequal. (Contains 31 notes.)