OpenCourseware holds much promise as a way to bust open classroom doors (and course sites), foster knowledge sharing, and nurture collaboration. Such efforts are not without major challenges, however. Hear a blow-by-blow account of what it took to develop an open and online health education course that uses no textbook. Participants will be invited to participate in crowdsourcing improvements to the health ed course. Debate the merits of teaching with open courseware and no textbook.