Like many other universities around the globe, the University of Calgary is preparing to offer its graduate programs through distance delivery. The MEd TESL program, a course-based master's degree in Teaching English as a Second Language, offered through the Faculty of Education, is piloting the first of its courses by distance. Designing ESL Curricula (EDER 669.53) went online in the winter session of 2004. This article outlines five phases of the transition from a face-to-face to an online teaching and learning environment. We report our initial observations of how it is possible to create and support professional development "out there" by creating a sense of community and connection among our student group who are scattered the world over. We reflect on lessons learned from this pilot project in designing subsequent course work for distance delivery.