One of the most powerful learning experiences I've had in twenty years of teaching was also one of the most serendipitous. It began in 1994 after a chance meeting that summer of a few Mississippi teachers at Bread Loaf School of English campus in Vermont and a young teacher from Soweto, South Africa. That all of us found ourselves in the same small, but wonderful graduate program in rural Vermont was amazing enough. However, Bread Loaf teachers are encouraged to connect their classes during the school year. We decided we wanted our students to use literature to make the historical connections between the 30th anniversary of the Freedom summer civil rights activities in Mississippi and the first democratic elections taking place that year in South Africa. Thus, the Mississippi/South Africa Freedom Project was born. Ultimately, the project included nine different teachers and their classrooms across Mississippi, with students ranging from grades 6 ' 12, and an all girls' school in Soweto. We read two novels: Mildred Taylor's "Roll of Thunder, Hear My Cry", and "Waiting for the Rain", by Sheila Gordon. Students in all ten locations read both novels and engaged in many classroom activities appropriate for their grade level and interests. While the students corresponded with each other throughout the study about the novels and issues related to the themes; the teachers maintained a parallel discussion of teaching strategies and observations. One of the most satisfying things about using the teleconference approach to literature study was that it provided a natural way to integrate the language arts, which all our research has long shown helps students, especially struggling students, to remember what they've learned. The students even developed (without prodding from the teachers) glossaries for each other. The Mississippians offered definitions of the Southern colloquialisms in the Taylor novel, while the Soweto students interpreted the Afrikaans and Zulu terms in the Gordon story. Among other things, these exchanges became the best possible resource for grammar instruction. Because I only had one computer in my room at that time, students had to work together in small groups and agree on the messages that would be sent. Some of the editing went on spontaneously, but just as often, I would use the content of their email messages or those they had received as a text for small group or whole class lessons. Suddenly, subject-verb agreement mattered to even my most reluctant students, and just as suddenly, it made sense because those were their sentences in their message that was going to be read halfway around the world. What weeks and months of grammar drills, quizzes, and tests could not do, this student-centered, cooperative learning project accomplished almost as a by-product. For me it was an incredibly rich experience both as a teacher and as a learner. Using technology in the classroom was still a relatively new concept, yet here we were in rural Mississippi conducting an extended online conference. My colleagues on the project and I worked with each other on various aspects of the pedagogy behind the project: How to assess student writing in this new genre–online communications; How to integrate social studies themes with literary ones; How to facilitate meaningful and respectful student discussions. We all came to a much richer understanding of the humanity behind what for many had been only dates, events, or labels. I became convinced of the potential of teacher collaboration, whether virtual or physical, to advance student learning and my own professional development exponentially.