Imagine if students, thirty miles apart, could collaborate on their own digital textbook. Now imagine students receive no grade for their work. Imagery, podcasts, texts, PowerPoints, hyperlinks and more all created by students and for the world. In this presentation, we will focus on how we built a 21st century learning environment between two school districts; one with a 1-to-1 laptop program and the other with a computer lab. We will explain how we built a common curriculum that engages and empowers our students to collaborate, communicate and disseminate their story of world history using Skype, GoogleDocs and Wikispaces. Our students’ efforts, over the past five years, have resulted in the creation of a living, digital textbook. Engaged with curriculum, motivated by a desire to understand the world in which they live and leaving digital footprints worth following.